10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 27, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6544

Sysco Corporation

(Exact name of registrant as specified in its charter)

Delaware	74-1648137
(State or other jurisdiction of	(IRS employer
incorporation or organization)	identification number)
1390 Enclave Parkway	77077-2099
Houston, Texas	(Zip Code)
(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code:
(281) 584-1390

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o      No þ

     589,218,845 shares of common stock were outstanding as of January 24, 2009.

TABLE OF CONTENTS

	Page No.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		29
Item 4. Controls and Procedures		29
PART II – OTHER INFORMATION
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		30
Item 4. Submission of Matters to a Vote of Security Holders		31
Item 5. Other Information		31
Item 6. Exhibits		31
Signatures		33
EX-10.1
EX-10.2
EX-10.4
EX-10.5
EX-15.1
EX-15.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I – FINANCIAL INFORMATION

     Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except for Share Data)

	Dec. 27, 2008			June 28, 2008			Dec. 29, 2007
	(unaudited)						(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	373,074		$	551,552		$	168,786
Accounts and notes receivable, less allowances of $67,400, $31,730 and $54,541		2,623,509			2,723,189			2,754,339
Inventories		1,862,187			1,836,478			1,896,557
Prepaid expenses and other current assets		60,938			63,814			64,798
Total current assets		4,919,708			5,175,033			4,884,480
Plant and equipment at cost, less depreciation		2,890,641			2,889,790			2,841,229
Other assets
Goodwill		1,384,790			1,413,224			1,408,061
Intangibles, less amortization		78,976			87,528			91,329
Restricted cash		93,541			92,587			95,511
Prepaid pension cost		249,840			215,159			403,064
Other assets		193,926			208,972			229,153
Total other assets		2,001,073			2,017,470			2,227,118
Total assets	$	9,811,422		$	10,082,293		$	9,952,827
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable	$	—		$	—		$	4,500
Accounts payable		1,707,331			2,048,759			2,000,419
Accrued expenses		806,055			917,892			773,216
Accrued income taxes		538,790			11,665			264,863
Deferred taxes		234,286			516,131			222,629
Current maturities of long-term debt		6,747			4,896			3,056
Total current liabilities		3,293,209			3,499,343			3,268,683
Other liabilities
Long-term debt		1,972,612			1,975,435			2,135,547
Deferred taxes		539,534			540,330			567,235
Other long-term liabilities		712,055			658,199			651,299
Total other liabilities		3,224,201			3,173,964			3,354,081
Commitments and contingencies
Shareholders’ equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none		—			—			—
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares		765,175			765,175			765,175
Paid-in capital		750,843			712,208			684,091
Retained earnings		6,281,575			6,041,429			5,731,024
Accumulated other comprehensive (loss) income		(197,287	)		(68,768	)		71,765
Treasury stock, 173,746,062, 163,942,358 and 160,126,587 shares		(4,306,294	)		(4,041,058	)		(3,921,992	)
Total shareholders’ equity		3,294,012			3,408,986			3,330,063
Total liabilities and shareholders’ equity	$	9,811,422		$	10,082,293		$	9,952,827

Note: The June 28, 2008 balance sheet has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements

1

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(In Thousands, Except for Share and Per Share Data)

	26-Week Period Ended						13-Week Period Ended
	Dec. 27, 2008			Dec. 29, 2007			Dec. 27, 2008			Dec. 29, 2007
Sales	$	19,027,232		$	18,645,349		$	9,149,803		$	9,239,505
Cost of sales		15,390,563			15,086,427			7,399,690			7,471,725
Gross margin		3,636,669			3,558,922			1,750,113			1,767,780
Operating expenses		2,710,053			2,655,277			1,328,249			1,318,768
Operating income		926,616			903,645			421,864			449,012
Interest expense		54,810			55,286			28,400			28,915
Other income, net		(8,036	)		(11,375	)		(5,223	)		(8,343	)
Earnings before income taxes		879,842			859,734			398,687			428,440
Income taxes		365,374			328,597			161,033			164,292
Net earnings	$	514,468		$	531,137		$	237,654		$	264,148
Net earnings:
Basic earnings per share	$	0.86		$	0.87		$	0.40		$	0.43
Diluted earnings per share		0.86			0.86			0.40			0.43
Average shares outstanding		599,903,629			609,489,326			597,549,831			608,169,202
Diluted shares outstanding		601,100,591			615,893,115			598,233,384			614,620,234
Dividends declared per common share	$	0.46		$	0.41		$	0.24		$	0.22

See Notes to Consolidated Financial Statements

2

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In Thousands)

	26-Week Period Ended					13-Week Period Ended
	Dec. 27, 2008			Dec. 29, 2007		Dec. 27, 2008			Dec. 29, 2007
Net earnings	$	514,468		$	531,137	$	237,654		$	264,148
Other comprehensive income, net of tax:
Foreign currency translation adjustment		(118,701	)		49,896		(104,574	)		8,971
Amortization of cash flow hedge		214			213		107			107
Amortization of unrecognized prior service cost		961			1,888		730			945
Amortization of unrecognized actuarial losses (gains), net		5,411			1,002		2,705			501
Amortization of unrecognized transition obligation		46			47		23			23
Pension liability assumption		(16,450	)		—		2,030			—
Total other comprehensive (loss) income		(128,519	)		53,046		(98,979	)		10,547
Comprehensive income	$	385,949		$	584,183	$	138,675		$	274,695

See Notes to Consolidated Financial Statements

3

Sysco Corporation and its Consolidated Subsidiaries
CONSOLIDATED CASH FLOWS (Unaudited)
(In Thousands)

	26-Week Period Ended
	Dec. 27, 2008			Dec. 29, 2007
Cash flows from operating activities:
Net earnings	$	514,468		$	531,137
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense		35,129			43,118
Depreciation and amortization		190,609			180,640
Deferred tax provision		337,453			301,276
Provision for losses on receivables		30,652			16,087
(Gain) on sale of assets		(112	)		(653	)
Additional investment in certain assets and liabilities, net of effect of businesses acquired:
Decrease (increase) in receivables		26,769			(136,544	)
(Increase) in inventories		(57,859	)		(166,259	)
Decrease in prepaid expenses and other current assets		2,144			58,939
(Decrease) increase in accounts payable		(301,018	)		1,277
(Decrease) in accrued expenses		(149,811	)		(165,581	)
(Decrease) in accrued income taxes		(68,877	)		(260,725	)
Decrease (increase) in other assets		2,087			(8,019	)
Increase in other long-term liabilities and prepaid pension cost, net		2,889			9,240
Excess tax benefits from share-based compensation arrangements		(2,774	)		(3,029	)
Net cash provided by operating activities		561,749			400,904
Cash flows from investing activities:
Additions to plant and equipment		(178,596	)		(277,552	)
Proceeds from sales of plant and equipment		2,077			4,711
Acquisition of businesses, net of cash acquired		(16,277	)		(34,729	)
(Increase) decrease in restricted cash		(954	)		1,418
Net cash used for investing activities		(193,750	)		(306,152	)
Cash flows from financing activities:
Bank and commercial paper borrowings (repayments), net		—			361,954
Other debt borrowings		9,316			3,340
Other debt repayments		(5,610	)		(4,303	)
Debt issuance costs		—			(7	)
Common stock reissued from treasury		85,628			84,352
Treasury stock purchases		(358,751	)		(352,832	)
Dividends paid		(264,687	)		(232,130	)
Excess tax benefits from share-based compensation arrangements		2,774			3,029
Net cash used for financing activities		(531,330	)		(136,597	)
Effect of exchange rates on cash		(15,147	)		2,759
Net decrease in cash and cash equivalents		(178,478	)		(39,086	)
Cash and cash equivalents at beginning of period		551,552			207,872
Cash and cash equivalents at end of period	$	373,074		$	168,786
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	55,577		$	55,670
Income taxes		73,830			277,455

See Notes to Consolidated Financial Statements

4

Sysco Corporation and its Consolidated Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

     Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or “the company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

1. BASIS OF PRESENTATION

     The consolidated financial statements have been prepared by the company, without audit, with the exception of the June 28, 2008 consolidated balance sheet which was taken from the audited financial statements included in the company’s Fiscal 2008 Annual Report on Form 10-K. The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations, comprehensive income and cash flows for all periods presented have been made.

     These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the company’s Fiscal 2008 Annual Report on Form 10-K.

     A review of the financial information herein has been made by Ernst & Young LLP, independent auditors, in accordance with established professional standards and procedures for such a review. A report from Ernst & Young LLP concerning their review is included as Exhibit 15.1 to this Form 10-Q.

2. CHANGES IN ACCOUNTING

SFAS 157 Adoption

     As of June 29, 2008, Sysco adopted the provisions of FASB Statement No. 157, “Fair Value Measurements” (SFAS 157), for financial assets and liabilities carried at fair value and non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. SFAS 157 establishes a common definition for fair value under generally accepted accounting principles, establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. The adoption did not have a material impact on the company’s financial statements. Due to the issuance of FASB Staff Position 157-2, “Effective Date of FASB Statement No. 157,” SFAS 157 will be effective in fiscal 2010 for non-recurring, non-financial assets and liabilities that are recognized or disclosed at fair value. The company is continuing to evaluate the impact of adopting these provisions in fiscal 2010.

SFAS 158 Adoption

     As of June 30, 2007, Sysco early-adopted the measurement date provision of FASB Statement No. 158, “Employers’ Accounting for Defined Benefit and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS 158). The measurement date provision requires employers to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position. As a result, beginning in fiscal 2008, the measurement date for Sysco’s company-sponsored defined benefit and other postretirement plans returned to correspond with fiscal year-end rather than the May 31st measurement date previously used. The company performed measurements as of May 31, 2007 and June 30, 2007 of plan assets and benefit obligations. Sysco recorded a charge to beginning retained earnings on July 1, 2007 of $3,572,000, net of tax, for the impact of the cumulative difference in company-sponsored pension expense between the two measurement dates. The company also recorded a benefit to beginning accumulated other comprehensive income (loss) on July 1, 2007 of $22,780,000, net of tax, for the impact of the difference in the recognition provision between the two measurement dates.

FIN 48 Adoption

     As of July 1, 2007, Sysco adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109 (SFAS 109). FIN 48 clarifies the application of SFAS 109 by defining criteria that an individual tax position must meet for any part of the benefit of that position to be recognized in the financial statements. Additionally, FIN 48 provides guidance on the measurement, derecognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. As a result of this adoption, Sysco recognized, as a cumulative effect of change in accounting principle, a $91,635,000 decrease in the company’s beginning retained earnings related to FIN 48.

5

3. NEW ACCOUNTING STANDARDS

FSP 132(R)-1

     In December 2008, the FASB issued FASB Staff Position 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (FSP 132(R)-1). FSP 132(R)-1 amends SFAS No. 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” (SFAS 132(R)) to require additional disclosures about assets held in an employer’s defined benefit pension or other postretirement plan. This standard will be effective for Sysco in fiscal 2010, although early application of the standard is permitted. Upon initial application, the information required by FSP 132(R)-1 is not required for earlier periods that are presented for comparative purposes. The company is currently evaluating the impact the adoption of FSP 132(R)-1 will have on its financial statement disclosures.

4. FAIR VALUE MEASUREMENTS

     Cash equivalents include time deposits, certificates of deposit, short-term investments and all highly liquid instruments with original maturities of three months or less. The fair values of cash equivalents reflected in the consolidated balance sheets were $207,729,000, $341,958,000 and zero at December 27, 2008, June 28, 2008 and December 29, 2007, respectively. Pursuant to SFAS 157, the fair value of the company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. As of these dates, the company held no other assets or liabilities requiring fair value measurement or disclosure.

5. RESTRICTED CASH

     Sysco is required by its insurers to collateralize a part of the self-insured portion of its workers’ compensation and liability claims. Sysco has chosen to satisfy these collateral requirements by depositing funds in insurance trusts or by issuing letters of credit.

     In addition, for certain acquisitions, Sysco placed funds into escrow to be disbursed to the sellers in the event that specified operating results were attained or contingencies were resolved.

     A summary of restricted cash balances appears below:

	Dec. 27, 2008		June 28, 2008		Dec. 29, 2007
Funds deposited in insurance trusts	$	93,541,000	$	92,587,000	$	91,511,000
Escrow funds related to acquisitions		—		—		4,000,000
Total	$	93,541,000	$	92,587,000	$	95,511,000

6. DEBT

     As of December 27, 2008, Sysco had uncommitted bank lines of credit which provided for unsecured borrowings for working capital of up to $145,000,000, of which none was outstanding.

     As of December 27, 2008, there were no commercial paper issuances outstanding.

     During the 26-week period ended December 27, 2008, the aggregate of commercial paper issuances and short-term bank borrowings ranged from zero to approximately $118,976,000.

6

7. EMPLOYEE BENEFIT PLANS

     The components of net company-sponsored benefit cost for the 26-week periods presented are as follows:

	Pension Benefits						Other Postretirement Plans
	Dec. 27, 2008			Dec. 29, 2007			Dec. 27, 2008			Dec. 29, 2007
Service cost	$	40,387,000		$	45,284,000		$	245,000		$	242,000
Interest cost		56,606,000			50,609,000			312,000			285,000
Expected return on plan assets		(63,711,000	)		(67,672,000	)		—			—
Amortization of prior service cost		1,494,000			2,992,000			65,000			72,000
Recognized net actuarial loss (gain)		8,863,000			1,705,000			(79,000	)		(78,000	)
Amortization of transition obligation		—			—			76,000			76,000
Net periodic benefit cost	$	43,639,000		$	32,918,000		$	619,000		$	597,000

     The components of net company-sponsored benefit cost for the 13-week periods presented are as follows:

	Pension Benefits						Other Postretirement Plans
	Dec. 27, 2008			Dec. 29, 2007			Dec. 27, 2008			Dec. 29, 2007
Service cost	$	20,256,000		$	22,642,000		$	123,000		$	121,000
Interest cost		28,555,000			25,304,000			156,000			143,000
Expected return on plan assets		(31,856,000	)		(33,836,000	)		—			—
Amortization of prior service cost		1,151,000			1,496,000			33,000			36,000
Recognized net actuarial loss (gain)		4,431,000			853,000			(40,000	)		(39,000	)
Amortization of transition obligation		—			—			38,000			38,000
Net periodic benefit cost	$	22,537,000		$	16,459,000		$	310,000		$	299,000

     Sysco’s contributions to its company-sponsored defined benefit plans were $87,394,000 and $45,648,000 during the 26-week periods ended December 27, 2008 and December 29, 2007, respectively.

     Although contributions to its qualified pension plan (Retirement Plan) are not required to meet ERISA minimum funding requirements, the company made a voluntary contribution of $80,000,000 during the first quarter fiscal 2009 and does not currently expect to make any further contributions this fiscal year. The company’s contributions to the Supplemental Executive Retirement Plan (SERP) and other post-retirement plans are made in the amounts needed to fund current year benefit payments. The estimated fiscal 2009 contributions to fund benefit payments for the SERP and other post-retirement plans are $17,082,000 and $319,000, respectively.

     During the first quarter of fiscal 2009, the company merged active participants from an under-funded multi-employer pension plan into its Retirement Plan and assumed $26,704,000 of liabilities as part of its withdrawal agreement from this plan. These liabilities are due to the assumption of prior service costs related to the active participants and their accrued benefits which were previously included in this multi-employer plan. This resulted in a charge of $16,450,000 to other comprehensive loss, net of tax, in the first 26 weeks of fiscal 2009. See further discussion of this withdrawal under Multi-Employer Pension Plans in Note 12, Commitments and Contingencies.

7

8. EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted earnings per share:

	26-Week Period Ended				13-Week Period Ended
	Dec. 27, 2008		Dec. 29, 2007		Dec. 27, 2008		Dec. 29, 2007
Numerator:
Net earnings	$	514,568,000	$	531,137,000	$	237,654,000	$	264,148,000
Denominator:
Weighted-average basic shares outstanding		599,903,629		609,489,326		597,549,831		608,169,202
Dilutive effect of employee and director stock options		1,196,962		6,403,789		683,553		6,451,032
Weighted-average diluted shares outstanding		601,100,591		615,893,115		598,233,384		614,620,234
Basic earnings per share:	$	0.86	$	0.87	$	0.40	$	0.43
Diluted earnings per share:	$	0.86	$	0.86	$	0.40	$	0.43

     The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 61,300,000 and 16,500,000 for the first 26 weeks of fiscal 2009 and 2008, respectively. The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximately 63,000,000 and 16,000,000 for the second quarter of fiscal 2009 and 2008, respectively.

9. SHARE-BASED COMPENSATION

     Sysco provides compensation benefits to employees and non-employee directors under several share-based payment arrangements including various employee stock incentive plans, the Employees’ Stock Purchase Plan, and various non-employee director plans. Sysco also previously provided share-based compensation under its Management Incentive Plans.

Stock Incentive Plans

     In the first 26 weeks of fiscal 2009 and fiscal 2008, options to purchase 7,767,750 and 6,415,800 shares, respectively, were granted to employees from the 2007 Stock Incentive Plan.

     The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per share of options granted during the first 26 weeks of fiscal 2009 and fiscal 2008 was $5.91 and $6.50, respectively.

     In the first 26 weeks of fiscal 2009 and fiscal 2008, 65,631 and 47,920 shares, respectively, of restricted stock were granted to non-employee directors from the 2005 Non-Employee Directors Stock Plan.

Employees’ Stock Purchase Plan

     Shares of Sysco common stock purchased by plan participants under the Sysco Employees’ Stock Purchase Plan during the first 26 weeks of fiscal 2009 and 2008 were 924,839 and 833,605 respectively.

     The weighted average fair value per share of employee stock purchase rights issued pursuant to the Employees’ Stock Purchase Plan was $4.36 and $5.14 during the first 26 weeks of fiscal 2009 and 2008, respectively. The fair value of the stock purchase rights was calculated as the difference between the stock price and the employee purchase price.

8

Management Incentive Compensation

     A total of 672,087 shares and 588,143 shares at a fair value per share of $28.22 and $32.99, respectively, were issued pursuant to the Management Incentive Plan in the first quarter of fiscal 2009 and fiscal 2008, respectively, for bonuses earned in the preceding fiscal years.

All Share-Based Payment Arrangements

     The total share-based compensation cost that has been recognized in results of operations was $35,129,000 and $43,118,000 for the first 26 weeks of fiscal 2009 and fiscal 2008, respectively.

     As of December 27, 2008, there was $82,708,000 of total unrecognized compensation cost related to share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 3.21 years.

10. INCOME TAXES

     The effective tax rate for the first 26 weeks of fiscal 2009 was 41.5%, an increase from the effective tax rate of 38.2% for the first 26 weeks of fiscal 2008. The effective tax rate for the first 26 weeks of fiscal 2009 was negatively impacted by two items. First, the carrying values of the company’s corporate-owned life insurance policies are adjusted to their cash surrender values. The loss of $54,604,000 recorded to adjust the carrying value of corporate-owned life insurance to their cash surrender values in the first 26 weeks of fiscal 2009 is non-deductible for income tax purposes and had the impact of increasing the effective tax rate for the period. Second, the company recorded a tax adjustment to accrue for a previously unidentified tax contingency arising from a recent tax audit. The effective tax rate for the first 26 weeks of fiscal 2009 was positively impacted by a decrease in a tax provision for a foreign tax liability of approximately $6,600,000 resulting from changes in exchange rates.

     The effective tax rate for the first 26 weeks of fiscal 2008 was positively impacted by the recognition of a tax benefit of approximately $7,700,000 resulting from a net operating tax loss deferred tax asset which arose due to an enacted state tax law and a decrease in a tax provision for a foreign tax liability of approximately $1,600,000, primarily due to a reduction in future tax rates.

     The effective rate for the second quarter of fiscal 2009 was 40.4%, an increase from the effective tax rate of 38.3% for the second quarter of fiscal 2008. The effective tax rate for the second quarter of fiscal 2009 was negatively impacted by the loss of $31,696,000 recorded to adjust the carrying value of corporate-owned life insurance to their cash surrender values in the second quarter of fiscal 2009. The effective tax rate for second quarter of fiscal 2009 was positively impacted by a decrease in a tax provision for a foreign tax liability of approximately $5,700,000 resulting from changes in exchange rates.

     As of December 27, 2008, the gross amount of unrecognized tax benefits was $103,479,000 and the gross amount of accrued interest liabilities was $146,598,000. It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months either because Sysco prevails on positions that were being challenged upon audit or because the company agrees to their disallowance. Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in various states and the allocation of income and expense between tax jurisdictions. At this time, an estimate of the range of the reasonably possible change cannot be made.

     Reflected in the changes in the net deferred tax liability and accrued income tax balances from June 28, 2008 to December 27, 2008 is the reclassification of deferred tax liabilities to accrued income taxes related to supply chain distributions. This reclassification reflects the tax payments to be made during the next twelve months related to previously deferred supply chain distributions.

     The determination of the company’s provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, as well as Canadian federal and provincial, jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

9

11. ACQUISITIONS

     During the first 26 weeks of fiscal 2009, in the aggregate, the company paid cash of $16,277,000 for an acquisition made during fiscal 2009 and for contingent consideration related to operations acquired in previous fiscal years. The fiscal 2009 acquisition was immaterial to the consolidated financial statements.

     Certain acquisitions involve contingent consideration typically payable only in the event that certain operating results are attained or certain outstanding contingencies are resolved. Aggregate contingent consideration amounts outstanding as of December 27, 2008 included $43,922,000 in cash which, if distributed, could result in the recording of additional goodwill.

12. COMMITMENTS AND CONTINGENCIES

     Sysco is engaged in various legal proceedings which have arisen but have not been fully adjudicated. These proceedings, in the opinion of management, will not have a material adverse effect upon the consolidated financial position or results of operations of the company when ultimately concluded.

Product Liability Claim

     In October 2007, an arbitration judgment against the company was issued related to a product liability claim from one of Sysco’s former customers, which formalized a preliminary award by the arbitrator in July 2007. As of September 29, 2007, the company had recorded $50,296,000 on its consolidated balance sheet within accrued expenses related to the accrual of this loss and a corresponding receivable of $48,296,000 within prepaid expenses and other current assets, which represented the estimate of the loss less the $2,000,000 deductible on Sysco’s insurance policy, as the company anticipated recovery from various parties. In December 2007, the company paid its deductible on its insurance policy and made arrangements with its insurance carrier and other parties who paid the remaining amount of the judgment in excess of the company’s deductible. The company no longer has any remaining contingent liabilities related to this claim.

Multi-Employer Pension Plans

     Sysco contributes to several multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees. Sysco does not directly manage these multi-employer plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by other employers contributing to the plan. Based upon the information available from plan administrators, management believes that several of these multi-employer plans are underfunded. In addition, the Pension Protection Act, enacted in August 2006, requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. As a result, Sysco expects its contributions to these plans to increase in the future.

     Under current law regarding multi-employer defined benefit plans, a plan’s termination, Sysco’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multi-employer defined benefit plan would require Sysco to make payments to the plan for Sysco’s proportionate share of the multi-employer plan’s unfunded vested liabilities. Based on the most recent information available from plan administrators, Sysco’s share of withdrawal liability on most of the multi-employer plans it participates in, some of which appear to be under-funded, was estimated to be $75,000,000 based on a voluntary withdrawal. The current estimate of the withdrawal liability is lower than the $140,000,000 disclosed as of June 28, 2008, primarily due to the company’s withdrawal during the first 26 weeks of fiscal 2009 from two multi-employer pension plans as discussed below. Because the company is not provided the information by the plan administrators on a timely basis and the company expects that many multi-employer pension plans’ assets have declined due to recent stock market performance, Sysco believes its share of the withdrawal liability could be greater. In addition, if a multi-employer defined benefit plan fails to satisfy certain minimum funding requirements, the IRS may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund. As of December 27, 2008, Sysco had approximately $17,000,000 in liabilities recorded in total related to certain multi-employer defined benefit plans for which voluntary withdrawal is probable or has already occurred.

     During the second quarter of fiscal 2009, the union members of one of the company’s subsidiaries voted to withdraw from the union’s multi-employer pension plan and join Sysco’s company-sponsored Retirement Plan. This action triggered a partial withdrawal from the multi-employer pension plan. As a result, during the second quarter of fiscal 2009, Sysco recorded a withdrawal liability of approximately $9,600,000 related to this plan.

10

     During fiscal 2008, the company obtained information that a multi-employer pension plan it participated in failed to satisfy minimum funding requirements for certain periods and concluded that it was probable that additional funding would be required as well as the payment of excise tax. As a result, during fiscal 2008, Sysco recorded a liability of approximately $16,500,000 related to its share of the minimum funding requirements and related excise tax for these periods. During the first quarter of fiscal 2009, Sysco effectively withdrew from this multi-employer pension plan in an effort to secure benefits for Sysco’s employees that were participants in the plan and to manage the company’s exposure to this under-funded plan. Sysco agreed to pay $15,000,000 to the plan, which included the minimum funding requirements. In connection with this withdrawal agreement, Sysco merged participants from this plan into its company-sponsored Retirement Plan and assumed $26,704,000 in liabilities. The payment to the plan was made in the early part of the second quarter of fiscal 2009. If this plan were to undergo a mass withdrawal, as defined by the Pension Benefit Guaranty Corporation, prior to September 2010, the company could have additional liability. The company does not currently believe a mass withdrawal from this plan is probable.

     During the fourth quarter of fiscal 2008, the union members of one of the company’s subsidiaries voted to decertify from their union. This action triggered a partial withdrawal from the multi-employer pension plan that covered these union members. As a result, Sysco recorded a withdrawal liability of approximately $5,800,000 related to this plan.

BSCC Cooperative Structure

     Sysco’s affiliate, Baugh Supply Chain Cooperative (BSCC), is a cooperative taxed under subchapter T of the United States Internal Revenue Code. Sysco believes that the deferred tax liabilities resulting from the business operations and legal ownership of BSCC are appropriate under the tax laws. However, if the application of the tax laws to the cooperative structure of BSCC were to be successfully challenged by any federal, state or local tax authority, Sysco could be required to accelerate the payment of all or a portion of its income tax liabilities associated with BSCC that it otherwise has deferred until future periods. In that event, Sysco would be liable for interest on such amounts. As of December 27, 2008, Sysco has recorded deferred income tax liabilities of $785,464,000, net of federal benefit, related to the BSCC supply chain distributions. If the IRS and any other relevant taxing authorities determine that all amounts since the inception of BSCC were inappropriately deferred, and the determination is upheld, Sysco estimates that in addition to making a current payment for amounts previously deferred, as discussed above, the company may be required to pay interest on the cumulative deferred balances. These interest amounts could range from $330,000,000 to $360,000,000, prior to federal and state income tax benefit, as of December 27, 2008. Sysco calculated this amount based upon the amounts deferred since the inception of BSCC applying the applicable jurisdictions’ interest rates in effect in each period. The IRS, in connection with its audit of the company’s 2003 and 2004 federal income tax returns, proposed adjustments related to the taxability of the cooperative structure. The company is vigorously protesting these adjustments. The company has reviewed the merits of the issues raised by the IRS and, while management believes it is probable the company will prevail, the company concluded the measurement model of FIN 48 (adopted in fiscal 2008) required an accrual for a portion of the interest exposure.

Fuel Commitments

     From time to time, Sysco may enter into forward purchase commitments for a portion of its projected diesel fuel requirements. As of December 27, 2008, outstanding forward diesel fuel purchase commitments totaled approximately $134,000,000 at a fixed price through the end of August 2009.

13. BUSINESS SEGMENT INFORMATION

     The company has aggregated its operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers. SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations. “Other” financial information is attributable to the company’s other operating segments, including the company’s specialty produce, custom-cut meat and lodging industry segments and a company that distributes to international customers.

     The accounting policies for the segments are the same as those disclosed by Sysco. Intersegment sales represent specialty produce and meat company products distributed by the Broadline and SYGMA operating companies. The segment results include certain centrally incurred costs for shared services that are charged to our segments. These centrally incurred costs are charged based upon the relative level of service used by each operating company consistent with how Sysco’s management views the performance of its operating segments. Prior to fiscal 2008, Sysco’s management evaluated performance of each of its operating segments based on its respective earnings before income taxes. This measure included an allocation of certain corporate expenses to each operating segment in addition to the centrally incurred costs for shared services that were charged to its segments. During fiscal 2008, Sysco’s management increased its focus on the results of each of its operating segments based on its respective operating income performance, which excludes the allocation of additional corporate expenses. Beginning in the fourth quarter of 2008, the measure of profit/loss presented in segment reporting was changed to operating

11

income to align with management’s focus. As a result, the segment reporting for fiscal 2008 in this document has been revised to conform to the current presentation.

     Included in corporate expenses and consolidated adjustments, among other items, are:

• Gains and losses recognized to adjust corporate-owned life insurance policies to their cash surrender values;

• Share-based compensation expense related to stock option grants, issuances of stock pursuant to the Employees’ Stock Purchase Plan and stock grants to non-employee directors; and

• Corporate-level depreciation and amortization expense.

     The following table sets forth certain financial information for Sysco’s business segments:

	26-Week Period Ended						13-Week Period Ended
	Dec. 27, 2008			Dec. 29, 2007			Dec. 27, 2008			Dec. 29, 2007
Sales (in thousands):
Broadline	$	15,077,939		$	14,847,917		$	7,205,372		$	7,341,810
SYGMA		2,460,809			2,233,033			1,232,574			1,098,326
Other		1,726,797			1,799,940			831,057			921,086
Intersegment sales		(238,313	)		(235,541	)		(119,200	)		(121,717	)
Total	$	19,027,232		$	18,645,349		$	9,149,803		$	9,239,505

	26-Week Period Ended						13-Week Period Ended
	Dec. 27, 2008			Dec. 29, 2007			Dec. 27, 2008			Dec. 29, 2007
Operating income (in thousands):
Broadline	$	995,124		$	926,428		$	471,714		$	469,446
SYGMA		14,342			4,740			9,721			1,838
Other		60,455			65,755			31,691			34,894
Total segments		1,069,921			996,923			513,126			506,178
Corporate expenses and consolidated adjustments		(143,305	)		(93,278	)		(91,262	)		(57,166	)
Total operating income		926,616			903,645			421,864			449,012
Interest expense		54,810			55,286			28,400			28,915
Other income, net		(8,036	)		(11,375	)		(5,223	)		(8,343	)
Earnings before income taxes	$	879,842		$	859,734		$	398,687		$	428,440

	Dec. 27, 2008		June 28, 2008		Dec. 29, 2007
Assets (in thousands):
Broadline	$	5,869,963	$	5,880,738	$	5,919,884
SYGMA		400,900		414,044		409,156
Other		963,867		1,005,740		1,003,650
Total segments		7,234,730		7,300,522		7,332,690
Corporate		2,576,692		2,781,771		2,620,137
Total	$	9,811,422	$	10,082,293	$	9,952,827

12

14. SUPPLEMENTAL GUARANTOR INFORMATION

     Sysco International, Co. is an unlimited liability company organized under the laws of the Province of Nova Scotia, Canada and is a wholly-owned subsidiary of Sysco. In May 2002, Sysco International, Co. issued, in a private offering, $200,000,000 of 6.10% notes due in 2012. These notes are fully and unconditionally guaranteed by Sysco.

     The following condensed consolidating financial statements present separately the financial position, results of operations and cash flows of the parent guarantor (Sysco), the subsidiary issuer (Sysco International) and all other non-guarantor subsidiaries of Sysco (Other Non-Guarantor Subsidiaries) on a combined basis with eliminating entries.

			Condensed Consolidating Balance Sheet
	December 27, 2008
					Other
					Non-Guarantor
	Sysco		Sysco International		Subsidiaries			Eliminations			Consolidated Totals
					(In thousands)
Current assets	$	319,989	$	—	$	4,599,719		$	—		$	4,919,708
Investment in subsidiaries		14,950,323		370,726		180,621			(15,501,670	)		—
Plant and equipment, net		249,677		—		2,640,964			—			2,890,641
Other assets		575,876		914		1,424,283			—			2,001,073
Total assets	$	16,095,865	$	371,640	$	8,845,587		$	(15,501,670	)	$	9,811,422
Current liabilities	$	423,587	$	556	$	2,869,066		$	—		$	3,293,209
Intercompany payables (receivables)		10,202,526		42,659		(10,245,185	)		—			—
Long-term debt		1,728,390		199,784		44,438			—			1,972,612
Other liabilities		492,665		—		758,924			—			1,251,589
Shareholders’ equity		3,248,697		128,641		15,418,344			(15,501,670	)		3,294,012
Total liabilities and shareholders’ equity	$	16,095,865	$	371,640	$	8,845,587		$	(15,501,670	)	$	9,811,422

			Condensed Consolidating Balance Sheet
	June 28, 2008
					Other
					Non-Guarantor
	Sysco		Sysco International		Subsidiaries			Eliminations			Consolidated Totals
					(In thousands)
Current assets	$	526,109	$	—	$	4,648,924		$	—		$	5,175,033
Investment in subsidiaries		14,202,506		398,065		118,041			(14,718,612	)		—
Plant and equipment, net		202,778		—		2,687,012			—			2,889,790
Other assets		593,699		1,262		1,422,509			—			2,017,470
Total assets	$	15,525,092	$	399,327	$	8,876,486		$	(14,718,612	)	$	10,082,293
Current liabilities	$	412,042	$	986	$	3,086,315		$	—		$	3,499,343
Intercompany payables (receivables)		9,670,465		100,027		(9,770,492	)		—			—
Long-term debt		1,729,401		199,752		46,282			—			1,975,435
Other liabilities		468,213		—		730,316			—			1,198,529
Shareholders’ equity		3,244,971		98,562		14,784,065			(14,718,612	)		3,408,986
Total liabilities and shareholders’ equity	$	15,525,092	$	399,327	$	8,876,486		$	(14,718,612	)	$	10,082,293

13

			Condensed Consolidating Balance Sheet
	December 29, 2007
					Other
					Non-Guarantor
	Sysco		Sysco International		Subsidiaries			Eliminations			Consolidated Totals
					(In thousands)
Current assets	$	161,933	$	—	$	4,722,547		$	—		$	4,884,480
Investment in subsidiaries		13,408,552		388,751		102,030			(13,899,333	)		—
Plant and equipment, net		205,278		—		2,635,951			—			2,841,229
Other assets		698,086		1,463		1,527,569			—			2,227,118
Total assets	$	14,473,849	$	390,214	$	8,988,097		$	(13,899,333	)	$	9,952,827
Current liabilities	$	321,830	$	932	$	2,945,921		$	—		$	3,268,683
Intercompany payables (receivables)		8,574,425		98,257		(8,672,682	)		—			—
Long-term debt		1,877,939		213,997		43,611			—			2,135,547
Other liabilities		552,989		—		665,545			—			1,218,534
Shareholders’ equity		3,146,666		77,028		14,005,702			(13,899,333	)		3,330,063
Total liabilities and shareholders’ equity	$	14,473,849	$	390,214	$	8,988,097		$	(13,899,333	)	$	9,952,827

				Condensed Consolidating Results of Operations
	For the 26-Week Period Ended December 27, 2008
							Other
							Non-Guarantor
	Sysco			Sysco International			Subsidiaries			Eliminations			Consolidated Totals
							(In thousands)
Sales	$	—		$	—		$	19,027,232		$	—		$	19,027,232
Cost of sales		—			—			15,390,563			—			15,390,563
Gross margin		—			—			3,636,669			—			3,636,669
Operating expenses		140,605			59			2,569,389			—			2,710,053
Operating income		(140,605	)		(59	)		1,067,280			—			926,616
Interest expense (income)		250,124			5,814			(201,128	)		—			54,810
Other income, net		(2,092	)		—			(5,944	)		—			(8,036	)
Earnings (losses) before income taxes		(388,637	)		(5,873	)		1,274,352			—			879,842
Income tax (benefit) provision		(161,390	)		(2,439	)		529,203			—			365,374
Equity in earnings of subsidiaries		741,715			27,413			—			(769,128	)		—
Net earnings	$	514,468		$	23,979		$	745,149		$	(769,128	)	$	514,468

				Condensed Consolidating Results of Operations
	For the 26-Week Period Ended December 29, 2007
							Other
							Non-Guarantor
	Sysco			Sysco International			Subsidiaries			Eliminations			Consolidated Totals
							(In thousands)
Sales	$	—		$	—		$	18,645,349		$	—		$	18,645,349
Cost of sales		—			—			15,086,427						15,086,427
Gross margin		—			—			3,558,922			—			3,558,922
Operating expenses		97,959			74			2,557,244						2,655,277
Operating income		(97,959	)		(74	)		1,001,678			—			903,645
Interest expense (income)		224,082			5,958			(174,754	)		—			55,286
Other income, net		(5,433	)		—			(5,942	)		—			(11,375	)
Earnings (losses) before income taxes		(316,608	)		(6,032	)		1,182,374			—			859,734
Income tax (benefit) provision		(121,010	)		(2,305	)		451,912			—			328,597
Equity in earnings of subsidiaries		726,735			14,865			—			(741,600	)		—
Net earnings	$	531,137		$	11,138		$	730,462		$	(741,600	)	$	531,137

14

	Condensed Consolidating Results of Operations
	For the 13-Week Period Ended December 27, 2008
							Other
							Non-Guarantor
	Sysco			Sysco International			Subsidiaries			Eliminations			Consolidated Totals
							(In thousands)
Sales	$	—		$	—		$	9,149,803		$	—		$	9,149,803
Cost of sales		—			—			7,399,690			—			7,399,690
Gross margin		—			—			1,750,113			—			1,750,113
Operating expenses		90,790			26			1,237,433			—			1,328,249
Operating income		(90,790	)		(26	)		512,680			—			421,864
Interest expense (income)		125,804			3,294			(100,698	)		—			28,400
Other income, net		(730	)		—			(4,493	)		—			(5,223	)
Earnings (losses) before income taxes		(215,864	)		(3,320	)		617,871			—			398,687
Income tax (benefit) provision		(88,015	)		(1,355	)		250,403			—			161,033
Equity in earnings of subsidiaries		365,503			14,904			—			(380,407	)		—
Net earnings	$	237,654		$	12,939		$	367,468		$	(380,407	)	$	237,654

	Condensed Consolidating Results of Operations
	For the 13-Week Period Ended December 29, 2007
							Other
							Non-Guarantor
	Sysco			Sysco International			Subsidiaries			Eliminations			Consolidated Totals
							(In thousands)
Sales	$	—		$	—		$	9,239,505		$	—		$	9,239,505
Cost of sales		—			—			7,471,725			—			7,471,725
Gross margin		—			—			1,767,780			—			1,767,780
Operating expenses		62,467			41			1,256,260			—			1,318,768
Operating income		(62,467	)		(41	)		511,520			—			449,012
Interest expense (income)		113,473			3,207			(87,765	)		—			28,915
Other income, net		(4,610	)		—			(3,733	)		—			(8,343	)
Earnings (losses) before income taxes		(171,330	)		(3,248	)		603,018			—			428,440
Income tax (benefit) provision		(65,641	)		(1,244	)		231,177			—			164,292
Equity in earnings of subsidiaries		369,837			8,522			—			(378,359	)		—
Net earnings	$	264,148		$	6,518		$	371,841		$	(378,359	)	$	264,148

	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended December 27, 2008
							Other
							Non-Guarantor
	Sysco			Sysco International			Subsidiaries			Consolidated Totals
				(In thousands)
Net cash provided by:
Operating activities	$	(168,809	)	$	23,929		$	706,629		$	561,749
Investing activities		(18,613	)		—			(175,137	)		(193,750	)
Financing activities		(530,723	)		—			(607	)		(531,330	)
Effect of exchange rate on cash		—			—			(15,147	)		(15,147	)
Intercompany activity		526,680			(23,929	)		(502,751	)		—
Net (decrease) increase in cash		(191,465	)		—			12,987			(178,478	)
Cash at the beginning of the period		486,646			—			64,906			551,552
Cash at the end of the period	$	295,181		$	—		$	77,893		$	373,074

	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended December 29, 2007
							Other
							Non-Guarantor
	Sysco			Sysco International			Subsidiaries			Consolidated Totals
				(In thousands)
Net cash provided by:
Operating activities	$	(105,286	)	$	9,574		$	496,616		$	400,904
Investing activities		(52,093	)		—			(254,059	)		(306,152	)
Financing activities		(107,836	)		(29,790	)		1,029			(136,597	)
Effect of exchange rate on cash		—			—			2,759			2,759
Intercompany activity		245,888			20,216			(266,104	)		—
Net decrease in cash		(19,327	)		—			(19,759	)		(39,086	)
Cash at the beginning of the period		135,877			—			71,995			207,872
Cash at the end of the period	$	116,550		$	—		$	52,236		$	168,786

15

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     This discussion should be read in conjunction with our consolidated financial statements as of June 28, 2008, and the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended June 28, 2008.

Highlights

     We continued to experience a difficult economic environment in the first 26 weeks of fiscal 2009. We believe the deteriorating economic conditions and heightened turmoil in the financial markets have adversely impacted consumer disposable income and consumer spending patterns, which in turn is impacting our industry. Our industry is experiencing volatile fuel prices and food costs, and our customers are experiencing lower customer traffic due to deteriorating economic conditions. Food cost inflation, which we began to experience at high levels in the fourth quarter of fiscal 2007 which prevailed throughout fiscal 2008, remained a factor through much of the first 26 weeks of fiscal 2009. All of these factors restricted sales and operating income growth in fiscal 2008 and in the first 26 weeks of fiscal 2009. The decline in the financial markets had an additional impact on our operating income. Sysco invests in life insurance policies in order to fund certain retirement programs. The value of our investments in corporate-owned life insurance policies is largely based on the values of underlying investments, which include publicly traded securities. Due to the decline in the financial markets, we have experienced losses in the cash surrender values of these policies.

First 26 Weeks

     Sales increased 2.0% in the first 26 weeks of fiscal 2009 over the comparable prior year period. Inflation, as measured by product cost increases, was an estimated 7.6% during the first 26 weeks of fiscal 2009 over the comparable prior year period. Our operating companies have continued to manage margins and expenses effectively in a difficult environment. Operating income increased to $926,616,000, or 4.9% of sales, a 2.5% increase over the comparable prior year period. Basic earnings per share decreased 1.1% in the first 26 weeks of fiscal 2009, and diluted earnings per share was the same as the comparable prior year period. The effective tax rate for the first 26 weeks of fiscal 2009 was negatively impacted by the non-deductibility of the losses recorded on corporate-owned life insurance and the accrual for a previously unidentified tax contingency, partially offset by a decrease in a provision for a foreign tax liability.

     Operating income for the first 26 weeks of fiscal 2009 was negatively impacted by the combined effect of losses on the adjustment of the carrying value of corporate-owned life insurance policies to their cash surrender values, as compared to a gain in the first 26 weeks of fiscal 2008, the recording of a provision related to a multi-employer pension plan and higher company-sponsored net pension costs. The negative impact of these additional expenses was partially offset by lower share-based compensation expense and operating efficiencies. In addition, our fuel costs increased in the first 26 weeks of fiscal 2009, driven by higher contracted fuel prices as compared to the first 26 weeks of fiscal 2008. We largely offset the impact of these higher fuel costs through fuel usage reduction measures as well as fuel surcharges.

Second Quarter

     Sales decreased 1.0% in the second quarter of fiscal 2009 over the comparable prior year period primarily due to deteriorating economic conditions and the resulting impact on consumer spending. Inflation, as measured by product cost increases, was an estimated 7.0% during the second quarter of fiscal 2009 over the comparable prior year period. Operating income decreased to $421,864,000, or 4.6% of sales, a 6.0% decrease from the comparable prior year period. Basic and diluted earnings per share in the second quarter of fiscal 2009 both decreased 7.0% from the comparable prior year period. The effective tax rate for the second quarter of fiscal 2009 was negatively impacted by the non-deductibility of the losses recorded on corporate-owned life insurance, partially offset by a decrease in a provision for a foreign tax liability.

     Operating income for the second quarter of fiscal 2009 was negatively impacted by the combined effect of increased losses on the adjustment of the carrying value of corporate-owned life insurance policies to their cash surrender values, as compared to second quarter of fiscal 2008, the recording of a provision related to multi-employer pension plans and higher company-sponsored net pension costs. The negative impact of these additional expenses was partially offset by lower share-based compensation expense and operating efficiencies. In addition, our fuel costs increased in the second quarter of fiscal 2009, driven by higher contracted fuel prices as compared to the second quarter of fiscal 2008. We largely offset the impact of these higher fuel costs through fuel usage reduction measures as well as fuel surcharges.

16

     We believe we will continue to experience a difficult economic environment for the remainder of fiscal 2009 and therefore we expect sales to further decline over the last 26 weeks of fiscal 2009, which may place corresponding pressure on our operating earnings. The performance of the financial markets will continue to influence the cash surrender values of our corporate-owned life insurance policies, which could cause volatility in operating income, net earnings and earnings per share.

Overview

     Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our operations are located throughout the United States and Canada and include broadline companies, specialty produce companies, custom-cut meat operations, hotel supply operations, SYGMA (our chain restaurant distribution subsidiary) and a company that distributes to international customers.

     We estimate that we serve about 16% of an approximately $231 billion annual market. This market includes i) the foodservice market in the United States and Canada and ii) the hotel amenity and hotel furniture and textile market in the United States, Canada, Europe and Asia. According to industry sources, the foodservice, or food-prepared-away-from-home, market represents approximately one-half of the total dollars spent on food purchases made at the consumer level. This share grew from about 37% in 1972 to about 50% in 1998 and has not changed materially since that time, based on the most recent information available to us. If general economic conditions continue to deteriorate, the share of food purchases related to food-prepared-away-from-home may decline based on reduced consumer spending.

     General economic conditions and consumer confidence can affect the frequency of purchases and amounts spent by consumers for food-prepared-away-from-home and, in turn, can impact our customers and our sales. We believe the current general economic conditions, including pressure on consumer disposable income, are contributing to a decline in the foodservice market. Historically, we have grown at a faster rate than the overall industry and have grown our market share in this fragmented industry. We intend to continue our efforts to expand our market share and grow earnings by focusing on sales growth, margin management, productivity gains and supply chain management.

Strategic Business Initiatives

     Sysco maintains strategic focus areas which aim to help us achieve our long-term vision of becoming the global leader of the efficient, multi-temperature food product value chain. The focus areas, which are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended June 28, 2008, are Sourcing and National Supply Chain, Integrated Delivery, Demand and Organizational Capabilities. These focus areas generally comprise the initiatives that are currently serving as the foundation of our efforts to ensure a sustainable future. As a part of the Organizational Capabilities initiative, Sysco has commenced the design of an enterprise-wide project to implement an integrated software system to support the majority of our business processes. The objective of this initiative is to improve the efficiency and effectiveness of our operations.

     We will continue to use our strategic business initiatives to leverage our market leadership position to continuously improve how we buy, handle and market products for our customers. Our primary focus is on growing and optimizing the core foodservice distribution business in North America; however, we will also continue to explore and identify opportunities to grow our global capabilities and stay abreast of international acquisition opportunities.

     As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses.

17

Results of Operations

     The following table sets forth the components of the Results of Operations expressed as a percentage of sales for the periods indicated:

	26-Week Period Ended						13-Week Period Ended
	Dec. 27, 2008			Dec. 29, 2007			Dec. 27, 2008			Dec. 29, 2007
Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		80.9			80.9			80.9			80.9
Gross margin		19.1			19.1			19.1			19.1
Operating expenses		14.2			14.2			14.5			14.3
Operating income		4.9			4.9			4.6			4.8
Interest expense		0.3			0.3			0.3			0.3
Other income, net		(0.0	)		(0.0	)		(0.0	)		(0.1	)
Earnings before income taxes		4.6			4.6			4.3			4.6
Income taxes		1.9			1.7			1.7			1.7
Net earnings		2.7	%		2.9	%		2.6	%		2.9	%

     The following table sets forth the change in the components of the Results of Operations expressed as a percentage increase or decrease over the comparable period in the prior year:

	26-Week Period			13-Week Period
Sales		2.0	%		(1.0)	%
Cost of sales		2.0			(1.0	)
Gross margin		2.2			(1.0	)
Operating expenses		2.1			0.7
Operating income		2.5			(6.0	)
Interest expense		(0.9	)		(1.8	)
Other income, net		(29.4	)		(37.4	)
Earnings before income taxes		2.3			(6.9	)
Income taxes		11.2			(2.0	)
Net earnings		(3.1	)%		(10.0)	%
Basic earnings per share		(1.1	)%		(7.0)	%
Diluted earnings per share		—			(7.0	)
Average shares outstanding		(1.6	)		(1.7	)
Diluted shares outstanding		(2.4	)		(2.7	)

Sales

     Sales were 2.0% greater in the first 26 weeks and 1.0% less in the second quarter of fiscal 2009 than the comparable periods of the prior year. Non-comparable acquisitions did not have a material impact on the overall sales comparisons for the first 26 weeks of fiscal 2009 or the second quarter of fiscal 2009.

     Product cost inflation and the resulting increase in selling prices was a significant contributor to sales growth in the first 26 weeks of fiscal 2009. Estimated product cost increases, an internal measure of inflation, were estimated as 7.6% during the first 26 weeks of fiscal 2009 and 7.0% during the second quarter of fiscal 2009, as compared to 5.9% during both the first 26 weeks of fiscal 2008 and second quarter of fiscal 2008.

     The rate of sales growth declined throughout fiscal 2008 and into fiscal 2009 from 8.5% in the first quarter of fiscal 2008 to a decline of 1.0% in the second quarter of fiscal 2009. We believe the deteriorating economic conditions, which are placing pressure on consumer disposable income, are contributing to a decline in volume growth in the foodservice market and, in turn, have contributed to a slow-down in our sales growth. We believe we will continue to experience a difficult economic environment for the remainder of fiscal 2009 and therefore we expect sales to further decline over the last 26 weeks of fiscal 2009.

18

     We believe that our continued focus on the use of business reviews and business development activities, investment in customer contact personnel and the efforts of our marketing associates and sales support personnel are key drivers to strengthening customer relationships and growing sales with new and existing customers. We also believe these activities help our customers in this difficult economic environment.

Operating Income

     Cost of sales primarily includes product costs, net of vendor consideration, as well as in-bound freight. Operating expenses include the costs of facilities, product handling, delivery, selling and general and administrative activities.

     Operating income increased 2.5% in the first 26 weeks of fiscal 2009 over the first 26 weeks of fiscal 2008, increasing to 4.9% of sales. Operating income improvement was primarily due to effective management of margins in an inflationary environment and expense management of controllable costs. Gross margin dollars increased 2.2% in the first 26 weeks of fiscal 2009 over the first 26 weeks of fiscal 2008, while operating expenses increased 2.1% in the first 26 weeks of fiscal 2009.

     Operating income decreased 6.0% in the second quarter of fiscal 2009 from the second quarter of fiscal 2008, decreasing to 4.6% of sales. Operating income declined primarily due to a decline in sales and increased expenses. Gross margin dollars decreased 1.0% in the second quarter of fiscal 2009 from the second quarter of fiscal 2008, while operating expenses increased 0.7% in the second quarter of fiscal 2009.

     Beginning in the fourth quarter of fiscal 2007, Sysco began experiencing product cost increases in numerous product categories. These increases persisted throughout fiscal 2008 at levels approximating 6.0% and rose even higher to 7.6% in the first 26 weeks of fiscal 2009. Generally, Sysco attempts to pass increased costs to its customers; however, because of contractual and competitive reasons, we are not able to pass along all of the product cost increases immediately. We believe that we have managed the inflationary environment well, as evidenced by gross margin dollars increasing at a rate greater than expense increases as seen in the first 26 weeks of fiscal 2009 and as evidenced in the second quarter by maintaining margins in a period of sales decline. Prolonged periods of high inflation, such as rates recently experienced, have a negative impact on our customers as high food costs and fuel costs can reduce consumer spending in the food-prepared-away-from home market. As a result, these factors may negatively impact our sales, gross margins and earnings. It is uncertain if product cost increases will continue or if product costs will begin to decrease. We may also be negatively impacted by periods of prolonged product cost deflation. We make a significant portion of our sales at prices that are based on the cost of products we sell plus a percentage markup. As a result, our profit levels may be negatively impacted during periods of product cost deflation, even though our gross profit percentage may remain relatively constant.

     We believe the operating expense performance for the first 26 weeks and the second quarter of fiscal 2009 was aided by expense control initiatives, including reducing headcount, reducing incentive bonus accruals and improving operating efficiencies. Operating expenses in the first 26 weeks of fiscal 2009 were negatively impacted by a net $62,534,000 in additional expenses as compared to the first 26 weeks of fiscal 2008 from the combined impact of losses on the adjustment of the carrying value of corporate-owned life insurance policies to their cash surrender values, the recording of a provision related to a multi-employer pension plan and higher company-sponsored pension expenses, partially offset by lower share-based compensation expense. Operating expenses in the second quarter of fiscal 2009 were negatively impacted by a net $41,660,000 in additional expenses as compared to the second quarter of fiscal 2008 from the combined impact of losses on the adjustment of the carrying value of corporate-owned life insurance policies to their cash surrender values, the recording of a provision related to a multi-employer pension plan and higher company-sponsored pension expenses, partially offset by lower share-based compensation expense. In addition, fuel costs increased during the first 26 weeks and the second quarter of fiscal 2009.

     The carrying values of our corporate-owned life insurance policies are adjusted to their cash surrender values. The cash surrender values of these policies are largely based on the values of underlying investments, which include publicly traded securities. As a result, the cash surrender values of these policies will fluctuate with changes in the market value of such securities. The decline in the financial markets resulted in losses for these policies of $54,604,000 and $31,696,000 in the first 26 weeks and the second quarter of fiscal 2009, respectively. These losses compared to the recognition of a gain of $5,023,000 in the first 26 weeks and a loss of $2,070,000 in the second quarter of fiscal 2008. The performance of the financial markets will continue to influence the cash surrender values of our corporate-owned life insurance policies, which could cause volatility in operating income, net earnings and earnings per share.

19

     Net company-sponsored pension costs in the first 26 weeks and second quarter of fiscal 2009 were $10,721,000 and $6,078,000 higher, respectively, than in the comparable prior year periods, due primarily to the recognition of actuarial losses from lower returns on assets of the qualified pension plan during fiscal 2008, partially offset by a decrease in expense due to amendments to our Supplemental Executive Retirement Plan.

     Share-based compensation expense in the first 26 weeks of fiscal 2009 was $7,989,000 less than in the first 26 weeks of fiscal 2008. Share-based compensation expense in the second quarter of fiscal 2009 was $3,629,000 less than in the second quarter of fiscal 2008. This decrease was due primarily to two factors. First, option grants in prior years were at greater levels than in recent years, resulting in reduced compensation expense being recognized in fiscal 2009. Secondly, the Management Incentive Plan annual bonus awards have been modified, beginning with fiscal 2009, to exclude the previous stock award component. As a result, the share-based compensation expense related to the stock award component of the incentive bonuses recorded in previous years was not incurred in the first quarter of fiscal 2009, and overall share-based based compensation expense was reduced as compared to the comparable prior year period. Beginning in fiscal 2010, we expect to replace the stock award component of the incentive bonuses with annual discretionary restricted stock grants subject to time-based vesting.

     In the second quarter of fiscal 2009, we recorded a provision of $9,585,000 for a withdrawal liability from a multi-employer pension plan from which union members elected to withdraw. In the first quarter of fiscal 2008, we recorded a provision of $9,410,000 related to additional amounts that we expected to be required to contribute to an underfunded multi-employer pension plan.

     Sysco’s fuel costs increased by $47,242,000 in the first 26 weeks of fiscal 2009 and $19,246,000 in the second quarter fiscal 2009 over the comparable prior year periods, primarily due to increased contracted diesel prices. Sysco’s costs per gallon increased 48.3% and 35.5% in the first 26 weeks and second quarter of fiscal 2009, respectively, over the comparable prior year periods. Sysco’s activities to manage increased fuel costs include reducing miles driven by our trucks through improved routing techniques, improving fleet utilization by adjusting idling time and maximum speeds, entering into forward fuel purchase commitments and using fuel surcharges. Fuel surcharges were approximately $40,000,000 higher in the first 26 weeks of fiscal 2009 and approximately $16,000,000 higher in the second quarter of fiscal 2009 than in the comparable prior year periods due to greater usage of these surcharges in fiscal 2009. Fuel surcharges are reflected within sales and gross margins.

     We periodically enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements. In the first 26 weeks and second quarter of fiscal 2009, our forward purchase commitments resulted in an estimated $32,000,000 and $23,000,000, respectively, of additional fuel costs as the fixed price contracts were higher than market prices for the contracted volumes. In the first 26 weeks and second quarter of fiscal 2008, our forward purchase commitments resulted in an estimated $25,000,000 and $6,000,000, respectively, of avoided fuel costs as the fixed price contracts were lower than market prices for the contracted volumes.

     As of December 27, 2008, we have forward diesel fuel commitments totaling approximately $134,000,000 through August 2009, which will lock in the price of approximately 75% of our fuel purchase needs for the remainder of fiscal 2009. These contracts are at fixed prices greater than both the prices incurred during same period last fiscal year and current market prices. Fuel costs for the remaining 26 weeks of fiscal 2009, exclusive of any amounts recovered through fuel surcharges, are not expected to significantly increase as compared to the same period in fiscal 2008. Our estimate is based upon the prevailing market prices for diesel in mid-January 2009, the cost committed to in our forward fuel purchase agreements currently in place, which are at fixed prices in excess of current market prices, and estimates of fuel consumption. Actual fuel costs could vary from our estimates if any of these assumptions change, in particular if future fuel prices vary significantly from our current estimates. We continue to evaluate all opportunities to offset our increases in fuel expense in fiscal 2009, including the use of fuel surcharges and overall expense management. However, consistent with the lower current market price for diesel, we expect fuel surcharges to be lower for the remainder of fiscal 2009.

     The provision for losses on receivables increased by $14,565,000 in the first 26 weeks of fiscal 2009 and $10,072,000 in the second quarter over the comparable prior year periods. The current economic conditions combined with tightening credit markets have impacted the liquidity of some of our customers, resulting in an increase in delinquent payments on accounts receivable. The increase in our provision for losses on receivables is related to customer accounts across our customer base without concentration in any specific location. We continue to monitor our customer account balances and our credit policies and believe continued strong credit practices will be necessary to avoid significant increases in our provision for losses on receivables. However, if the difficult economic environment persists, we expect to continue to experience increases in our provision for losses on receivables.

20

Net Earnings

     Net earnings declined 3.1% in the first 26 weeks and 10.0% in the second quarter of fiscal 2009 from the comparable periods of the prior year. The changes in net earnings for the 26 week period was due primarily to the impact of changes in income taxes discussed below, as well as the impact of the factors discussed above. The change in net earnings for the second quarter was due primarily to the factors discussed above, as well as the impact of changes in income taxes discussed below.

     The effective tax rate was 41.5% in the first 26 weeks of fiscal 2009 and 38.2% in the first 26 weeks of fiscal 2008. The effective tax rate for the first 26 weeks of fiscal 2009 was negatively impacted by two items. First, the loss of $54,604,000 recorded to adjust the carrying value of corporate-owned life insurance to their cash surrender values in the first 26 weeks of fiscal 2009 was non-deductible for income tax purposes and had the impact of increasing the effective tax rate for the period. Second, the company recorded a tax adjustment to accrue for a previously unidentified tax contingency arising from a recent tax audit. This contingency is unrelated to the ongoing appeals process with the Internal Revenue Service (IRS) related to the taxability of the cooperative structure as discussed in “Liquidity and Capital Resources, Other Considerations.” The effective tax rate for the first 26 weeks of fiscal 2009 was positively impacted by a decrease in a tax provision for a foreign tax liability of approximately $6,600,000 resulting from changes in exchange rates.

     The effective tax rate for the first 26 weeks of fiscal 2008 was positively impacted by the recognition of a tax benefit of approximately $7,700,000 resulting from a net operating tax loss deferred tax asset which arose due to an enacted state tax law and a decrease in a tax provision for a foreign tax liability of approximately $1,600,000, primarily due to a reduction in future tax rates.

     The effective tax rate for the second quarter of fiscal 2009 was 40.4%, an increase from the effective rate of 38.3% for the second quarter of fiscal year 2008. The effective tax rate for the second quarter of fiscal 2009 was negatively impacted by the loss of $31,696,000 recorded to adjust the carrying value of corporate-owned life insurance to their cash surrender values in the second quarter of fiscal 2009. The effective tax rate for second quarter of fiscal 2009 was positively impacted by a decrease in a tax provision for a foreign tax liability of approximately $5,700,000 resulting from changes in exchange rates.

Earnings Per Share

     Basic earnings per share decreased 1.1% and 7.0% in the first 26 weeks and second quarter of fiscal 2009, respectively, from the comparable periods of prior year. Diluted earnings per share was the same in the first 26 weeks of fiscal 2009 and first 26 weeks of fiscal 2008 and decreased 7.0% in second quarter of fiscal 2009 from the comparable period of prior year. These decreases were primarily the result of factors discussed above, partially offset by a net reduction in shares outstanding. The net reduction in average shares outstanding was primarily due to share repurchases. The net reduction in diluted shares outstanding was primarily due to share repurchases and an increase in the number of anti-dilutive options excluded from the diluted shares calculation.

Segment Results

     We have aggregated our operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (SFAS No. 131). The accounting policies for the segments are the same as those disclosed by Sysco. Intersegment sales generally represent specialty produce and meat company products distributed by the Broadline and SYGMA operating companies. The segment results include certain centrally incurred costs for shared services that are charged to our segments. These centrally incurred costs are charged based upon the relative level of service used by each operating company consistent with how management views the performance of its operating segments.

     Prior to fiscal 2008, Sysco’s management evaluated performance of each of our operating segments based on its respective earnings before income taxes. This measure included an allocation of certain corporate expenses to each operating segment in addition to the centrally incurred costs for shared services that were charged to our segments. During fiscal 2008, Sysco’s management increased its focus on the performance of each of our operating segments based on its respective operating income results, which excludes the allocation of additional corporate expenses. Beginning in the fourth quarter of 2008, the measure of profit/loss presented in segment reporting was changed to operating income to align with management’s focus. As a result, the segment reporting for fiscal 2008 in this document has been revised to conform to the current presentation. While a segment’s operating income may be impacted in the short term by increases or decreases in margins, expenses, or a combination thereof, over the long term each business segment is expected to increase its operating income at a greater rate than sales growth. This is consistent with our long-term goal of leveraging earnings growth at a greater rate than sales growth.

21

     The following table sets forth the operating income of each of our reportable segments and the other segment expressed as a percentage of each segment’s sales for each period reported and should be read in conjunction with Business Segment Information in Note 13:

	Operating Income as a						Operating Income as a
	Percentage of Sales						Percentage of Sales
	26-Week Period						13-Week Period
	Dec. 27, 2008			Dec. 29, 2007			Dec. 27, 2008			Dec. 29, 2007
Broadline		6.6	%		6.2	%		6.5	%		6.4	%
SYGMA		0.6			0.2			0.8			0.2
Other		3.5			3.7			3.8			3.8

     The following table sets forth the change in the selected financial data of each of our reportable segments and the other segment expressed as a percentage increase or decrease over the comparable period in the prior year and should be read in conjunction with Business Segment Information in Note 13:

	26-Week Period						13-Week Period
				Operating						Operating
	Sales			Income			Sales			Income
Broadline		1.5	%		7.4	%		(1.9)	%		0.5	%
SYGMA		10.2			202.6			12.2			428.9
Other		(4.1	)		(8.1	)		(9.8	)		(9.2	)

     The following tables set forth sales and operating income of each of our reportable segments, the other segment, intersegment sales and corporate expenses and consolidated adjustments, including certain centrally incurred costs for shared services that are charged to our segments of which intercompany amounts are eliminated upon consolidation, expressed as a percentage of the respective consolidated total. This information should be read in conjunction with Business Segment Information in Note 13:

	26-Week Period Ended
	Dec. 27, 2008						Dec. 29, 2007
				Operating						Operating
	Sales			Income			Sales			Income
Broadline		79.2	%		107.4	%		79.6	%		102.5	%
SYGMA		12.9			1.5			12.0			0.5
Other		9.1			6.5			9.6			7.3
Intersegment sales		(1.2	)		—			(1.2	)		—
Corporate expenses and consolidated adjustments		—			(15.4	)		—			(10.3	)
Total		100.0	%		100.0	%		100.0	%		100.0	%

	13-Week Period Ended
	Dec. 27, 2008						Dec. 29, 2007
				Operating						Operating
	Sales			Income			Sales			Income
Broadline		78.7	%		111.8	%		79.4	%		104.5	%
SYGMA		13.5			2.3			11.9			0.4
Other		9.1			7.5			10.0			7.8
Intersegment sales		(1.3	)		—			(1.3	)		—
Corporate expenses and consolidated adjustments		—			(21.6	)		—			(12.7	)
Total		100.0	%		100.0	%		100.0	%		100.0	%

Included in corporate expenses and consolidated adjustments, among other items, are:

• Gains and losses recognized to adjust corporate-owned life insurance policies to their cash surrender values;

• Share-based compensation expense related to stock option grants, issuances of stock pursuant to the Employees’ Stock Purchase Plan and stock grants to non-employee directors; and

• Corporate-level depreciation and amortization expense.

22

Broadline Segment

     Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers. In the first 26 weeks of fiscal 2009, the Broadline operating results represented approximately 79% of Sysco’s overall sales and greater than 100% of Sysco’s overall operating income.

Sales

     Sales were 1.5% greater in the first 26 weeks and 1.9% less in the second quarter of fiscal 2009 than in the comparable periods of the prior year. Non-comparable acquisitions did not have a material impact on the overall sales comparisons for the first 26 weeks or second quarter of fiscal 2009. Product cost inflation, which led to increases in selling prices, was the primary contributor to sales growth in the first 26 weeks and also impacted the second quarter of fiscal 2009. Case volume declines attributable to the impact of the current business environment partially offset sales growth from product cost increases in the first 26 weeks of fiscal 2009 as compared to the first 26 weeks of fiscal 2008 and caused a decline in sales for the second quarter of fiscal 2009 as compared to the second quarter of fiscal 2008.

Operating Income

     The increases in operating income in the first 26 weeks and second quarter of fiscal 2009 over the comparable periods of prior year were primarily due to effective management of the inflationary environment, as evidenced by gross margin dollars increasing and expenses decreasing as seen in the first 26 weeks of fiscal 2009 and as evidenced in the second quarter by margins declining at a lower rate than our sales decline and decreasing expenses. Expense performance for the first 26 weeks and the second quarter of fiscal 2009 was aided by expense control initiatives, including reducing headcount, reducing incentive bonus accruals and improving operating efficiencies. Gross margin dollars increased 2.2% while operating expenses decreased 0.1% in the first 26 weeks of fiscal 2009 as compared to the first 26 weeks of fiscal 2008. Gross margin dollars decreased 1.0% while operating expenses decreased 1.6% in the second quarter of fiscal 2009 as compared to the second quarter of fiscal 2008.

     The high cost of fuel also impacted our Broadline segment’s results. Fuel costs were $31,406,000 higher in the first 26 weeks and $10,692,000 higher in the second quarter of fiscal 2009 over the comparable periods of prior year. We attempt to mitigate increased fuel costs by reducing miles driven, improving fleet consumption by adjusting idling time and maximum speeds, entering into fixed price fuel purchase commitments and the use of fuel surcharges. Fuel surcharges were approximately $32,600,000 higher in the first 26 weeks and $13,200,000 greater in the second quarter of fiscal 2009 over the comparable periods of the prior year due to greater usage of these surcharges in fiscal 2009. Based on the lower current market price for diesel, we do not believe our fuel surcharges will be as significant for the remaining 26 weeks of fiscal 2009 as compared to the first 26 weeks of fiscal 2009 for our Broadline segment.

     In the second quarter of fiscal 2009, our Broadline segment recorded a provision of $9,585,000 for a withdrawal liability from a multi-employer pension plan from which union members elected to withdraw. In the second quarter of fiscal 2008, our Broadline segment recorded a provision of $9,410,000 related to additional amounts that we expected to be required to contribute to an underfunded multi-employer pension plan.

SYGMA Segment

     SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations.

Sales

     Sales were 10.2% greater in the first 26 weeks and 12.2% greater in the second quarter of fiscal 2009 than the comparable periods of prior year. Non-comparable acquisitions did not have an impact on the overall sales growth rate for the first 26 weeks and second quarter of fiscal 2009. Fiscal 2009 growth was primarily due to sales to new customers with some impact from product cost increases. These increases were partially offset by lost sales due to the elimination of unprofitable business and lower case volumes due to difficult economic conditions impacting SYGMA’s customer base.

23

Operating Income

     Operating income increased $9,602,000 in the first 26 weeks and $7,883,000 in second quarter of fiscal 2009 over the comparable periods of the prior year. Gross margin dollars increased 7.0% while operating expenses increased 2.2% in the first 26 weeks of fiscal 2009 over the first 26 weeks of fiscal 2008. Gross margin dollars increased 6.9% while operating expenses decreased 1.1% in the second quarter of fiscal 2009 as compared to the second quarter of fiscal 2008. Expense reductions were accomplished by operational efficiencies in both delivery and warehouse.

     SYGMA also experienced increased fuel costs of $7,684,000 in the first 26 weeks and $2,409,000 in the second quarter of fiscal 2009, although it was able to partially offset these costs through increases in the fees charged to customers including fuel surcharges and by reducing expenses. Fuel surcharges were approximately $6,400,000 higher in the first 26 weeks and $1,900,000 higher in the second quarter of fiscal 2009 than the comparable periods of the prior year. Based on the lower current market price for diesel, we do not believe our fuel surcharges for SYGMA will be as significant for the remaining 26 weeks of fiscal 2009 as compared to the first 26 weeks of fiscal 2009.

Other Segment

     “Other” financial information is attributable to our other operating segments, including our specialty produce, custom-cut meat and lodging industry products and a company that distributes to international customers. These operating segments are discussed on an aggregate basis as they do not represent reportable segments under SFAS No. 131.

     Operating income decreased 8.1% for the first 26 weeks and 9.2% for the second quarter of fiscal 2009 from the comparable periods of the prior year. The decreases in operating income were caused primarily by reduced sales and operating income in the custom-cut meat segment and reduced operating income in the lodging industry segment.

Liquidity and Capital Resources

     Our operations historically have produced significant cash flow. Cash generated from operations is first allocated to working capital requirements; investments in facilities, systems, fleet and other equipment; cash dividends; and acquisitions compatible with our overall growth strategy. Any remaining cash generated from operations may be applied toward a portion of the cost of the share repurchase program, while the remainder of the cost may be financed with additional debt.

     We believe that our cash flows from operations, the availability of additional capital under our existing commercial paper programs and bank lines of credit and our ability to access capital from financial markets in the future, including issuances of debt securities under our shelf registration statement filed with the Securities and Exchange Commission (SEC), will be sufficient to meet our anticipated cash requirements over at least the next twelve months, while maintaining sufficient liquidity for normal operating purposes. During the recent tightening of the credit markets, we have continued to maintain the highest credit rating available for commercial paper. Although our borrowing requirements during the first 26 weeks of fiscal 2009 were modest, we believe that we will continue to be able to access the commercial paper market effectively.

Operating Activities

     We generated $561,749,000 in cash flow from operations in the first 26 weeks of fiscal 2009, as compared to $400,904,000 in the first 26 weeks of fiscal 2008.

     Cash flow from operations in the first 26 weeks of fiscal 2009 was primarily due to net income, reduced by decreases in accounts payable balances, accrued expenses and accrued income taxes. Cash flow from operations in the first 26 weeks of fiscal 2008 was primarily due to net income, reduced by increases in accounts receivable balances and inventory balances and a decrease in accrued expenses.

     The decrease in accounts receivable balances for the first 26 weeks of fiscal 2009 was primarily due to the sales decline experienced in the second quarter, partially offset by a seasonal change in customer mix. The increase in accounts receivable balances for the first 26 weeks of fiscal 2008 was primarily due to a seasonal change in customer mix and sales growth. Due to normal seasonal patterns, sales to multi-unit customers and school districts represented a larger percentage of our sales at the end of each first 26 weeks as compared to the end of each prior fiscal year. Payment terms for these types of customers are traditionally longer than our overall average.

24

     The increase in inventory balances for the first 26 weeks of fiscal 2009 was primarily due higher inventory levels typically experienced at the end of the second quarter, partially offset by the sales decline experienced in the second quarter. Historically, we have experienced elevated inventory levels during the holiday period which occurs at the end of the second quarter. Sales in the last weeks of the quarter are at lower volumes due to the holiday period, which can build inventory levels. In addition, purchasing levels are typically increased at the end of the quarter in anticipation of increased sales volumes from the re-opening of schools after the holiday period. The seasonal impact was lessened for the first 26 weeks of fiscal 2009 as compared to fiscal 2008 due to sales decline experienced in the second quarter of fiscal 2009. The increase in inventory balances for the first 26 weeks of fiscal 2008 was primarily due to product cost increases, changes in product mix and increases in inventory due to the seasonal pattern described above.

     The decrease in accounts payable balances for the first 26 weeks of fiscal 2009 was primarily due to the sales decline experienced in the second quarter and timing of payments with vendors. The increase in accounts payable balances for the first 26 weeks of fiscal 2008 was nominal. Accounts payable balances are impacted by many factors, including changes in product mix, cash discount terms and changes in payment terms with vendors.

     Cash flow from operations was negatively impacted by decreases in accrued expenses of $149,811,000 for the first 26 weeks of fiscal 2009 and $165,581,000 for the first 26 weeks of fiscal 2008. These decreases were primarily due to the payment of prior year annual incentive bonuses and 401(k) matching contributions in the first quarter of each year, partially offset by accruals for current year incentives and 401(k) matching contributions. The decrease in the first 26 weeks of fiscal 2009 was also a result of the payment of $15,000,000 to a multi-employer pension plan in connection with Sysco’s withdrawal from that plan in the first quarter of fiscal 2009. See further discussion of this multi-employer pension plan under Other Considerations below.

     Also affecting the decrease in accrued expenses and the decrease in prepaid expenses and other current assets during the first 26 weeks of fiscal 2008 was the reversal of an accrual for a product liability claim of $50,296,000 and the corresponding receivable of $48,296,000 recorded in fiscal 2007, as our insurance carrier and other parties paid the full amount of the judgment in excess of our deductible.

     The decrease in accrued income taxes for the first 26 weeks of fiscal 2009 was affected by the deferral of the first two federal estimated income tax payments of fiscal 2009 until the third quarter as a result of the IRS Disaster Relief for Hurricane Ike offered to corporations affected by the storm. The impact of the tax payment deferral can also be seen in the decrease in income taxes paid for the first 26 weeks of fiscal 2009 as compared to the first 26 weeks of fiscal 2008.

     Other long-term liabilities and prepaid pension cost, net, increased $2,889,000 during the first 26 weeks of fiscal 2009 and $9,240,000 during the first 26 weeks of fiscal 2008. The increase in the first 26 weeks of fiscal 2009 was primarily attributable to pension contributions to our company-sponsored plans, offset by a combination of the recording of net company-sponsored pension costs, incentive compensation deferrals, increases to our liability for unrecognized tax benefits and an accrual for a multi-employer pension plan withdrawal liability. The increase in the first 26 weeks of fiscal 2008 was related to an increase in deferred compensation from incentive compensation deferrals of prior year annual incentive bonuses and increases to our liability for unrecognized tax benefits. This increase was partially offset by the recording of net company-sponsored pension costs and the timing of pension contributions to our company-sponsored plans. We recorded net company-sponsored pension costs of $43,639,000 and $32,918,000 in the first 26 weeks of fiscal 2009 and fiscal 2008, respectively. Our contributions to our company-sponsored defined benefit plans were $87,394,000 and $45,648,000 during the first 26 weeks of fiscal 2009 and fiscal 2008, respectively. Although contributions to our company-sponsored qualified pension plan are not required to meet ERISA minimum funding requirements, we made a voluntary contribution of $80,000,000 during the first 26 weeks of fiscal 2009, and do not currently expect to make any further contributions this fiscal year.

Investing Activities

     We expect total capital expenditures in fiscal 2009 to be in the range of $575,000,000 to $625,000,000. Fiscal 2009 expenditures included the continuation of the fold-out program; facility, fleet and other equipment replacements and expansions; and investments in technology. Fiscal 2008 expenditures included the continuation of the fold-out program; facility, fleet and other equipment replacements and expansions; the corporate office expansion; the Southeast regional distribution center (RDC); and investments in technology.

Financing Activities

     During the first 26 weeks of fiscal 2009, a total of 13,551,200 shares were repurchased at a cost of $358,751,000, as compared to 10,723,700 shares at a cost of $352,832,000 for the first 26 weeks of fiscal 2008. An additional 3,400,000 shares were repurchased at a cost of $80,091,000 through January 24, 2009, resulting in a remaining authorization by our Board of Directors to repurchase up to 9,386,600 shares, based on the trades made through that date.

25

     Dividends paid in the first 26 weeks of fiscal 2009 were $264,687,000, or $0.44 per share, as compared to $232,130,000, or $0.38 per share, in the first 26 weeks of fiscal 2008. In November 2008, we declared our regular quarterly dividend for the third quarter of fiscal 2009 of $0.24 per share, which was paid in January 2009.

     We have uncommitted bank lines of credit, which provide for unsecured borrowings for working capital of up to $145,000,000, of which none was outstanding as of December 27, 2008 or January 24, 2009.

     During the 26-week period ended December 27, 2008, commercial paper issuances and short-term bank borrowings ranged from zero to approximately $118,976,000. There were no commercial paper issuances outstanding as of December 27, 2008 or January 24, 2009.

     The long-term debt to capitalization ratio was 37.5% at December 27, 2008. For purposes of calculating this ratio, long-term debt includes both the current maturities and long-term portions.

Other Considerations

Multi-Employer Pension Plans

     As discussed in Note 12, Commitments and Contingencies, we contribute to several multi-employer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees.

     Under current law regarding multi-employer defined benefit plans, a plan’s termination, our voluntary withdrawal or the mass withdrawal of all contributing employers from any underfunded multi-employer defined benefit plan would require us to make payments to the plan for our proportionate share of the multi-employer plan’s unfunded vested liabilities. Based on the most recent information available from plan administrators, our share of withdrawal liability on most of the multi-employer plans we participate in, some of which appear to be underfunded, was estimated to be $75,000,000 based on a voluntary withdrawal. The current estimate of the withdrawal liability is lower than the $140,000,000 disclosed as of June 28, 2008, primarily due to our withdrawal during the first 26 weeks of fiscal 2009 from two multi-employer pension plans as discussed below. Because we are not provided the information by the plan administrators on a timely basis and we expect that many multi-employer pension plans’ assets have declined due to recent stock market performance, we believe our share of the withdrawal liability could be greater.

     Required contributions to multi-employer plans could increase in the future as these plans strive to improve their funding levels. In addition, the Pension Protection Act, enacted in August 2006, requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. We believe that any unforeseen requirements to pay such increased contributions, withdrawal liability and excise taxes would be funded through cash flow from operations, borrowing capacity or a combination of these items. As of December 27, 2008, we have approximately $17,000,000 in liabilities recorded in total related to certain multi-employer defined benefit plans for which voluntary withdrawal is probable or has already occurred.

     During the second quarter of fiscal 2009, the union members of one of our subsidiaries voted to withdraw from the union’s multi-employer pension plan and join Sysco’s company-sponsored Retirement Plan. This action triggered a partial withdrawal from the multi-employer pension plan. As a result, during the second quarter of fiscal 2009, we recorded a withdrawal liability of approximately $9,600,000 related to this plan.

     During fiscal 2008, we obtained information that a multi-employer pension plan we participated in failed to satisfy minimum funding requirements for certain periods and concluded that it was probable that additional funding would be required as well as the payment of excise tax. As a result, during fiscal 2008, we recorded a liability of approximately $16,500,000 related to our share of the minimum funding requirements and related excise tax for these periods. During the first quarter of fiscal 2009, we effectively withdrew from this multi-employer pension plan in an effort to secure benefits for our employees that were participants in of the plan and to manage our exposure to this under-funded plan. We agreed to pay $15,000,000 to the plan, which included the minimum funding requirements. In connection with this withdrawal agreement, we merged active participants from this plan into Sysco’s company-sponsored Retirement Plan and assumed $26,704,000 in liabilities. The payment to the plan was made in the early part of the second quarter of fiscal 2009. If this plan were to undergo a mass withdrawal, as defined by the Pension Benefit Guaranty Corporation, prior to September 2010, we could have additional liability. We do not currently believe a mass withdrawal from this plan is probable.

26

     During the fourth quarter of fiscal 2008, the union members of one of our subsidiaries voted to decertify from their union. This action triggered a partial withdrawal from the multi-employer pension plan that covered these union members. As a result, we recorded a withdrawal liability of approximately $5,800,000 related to this plan.

BSCC Cooperative Structure

     Our affiliate, BSCC, is a cooperative taxed under subchapter T of the United States Internal Revenue Code. We believe that the deferred tax liabilities resulting from the business operations and legal ownership of BSCC are appropriate under the tax laws. However, if the application of the tax laws to the cooperative structure of BSCC were to be successfully challenged by any federal, state or local tax authority, we could be required to accelerate the payment of all or a portion of our income tax liabilities associated with BSCC that we otherwise have deferred until future periods. In that event, we would be liable for interest on such amounts. As of December 27, 2008, Sysco has recorded deferred income tax liabilities of $785,464,000, net of federal benefit, related to the BSCC supply chain distributions. If the IRS and any other relevant taxing authorities determine that all amounts since the inception of BSCC were inappropriately deferred, and the determination is upheld, we estimate that in addition to making a current payment for amounts previously deferred, as discussed above, we may be required to pay interest on the cumulative deferred balances. These interest amounts could range from $330,000,000 to $360,000,000, prior to federal and state income tax benefit, as of December 27, 2008. Sysco calculated this amount based upon the amounts deferred since the inception of BSCC applying the applicable jurisdictions’ interest rates in effect in each period. The IRS, in connection with its audit of our 2003 and 2004 federal income tax returns, proposed adjustments related to the taxability of the cooperative structure. We are vigorously protesting these adjustments. We have reviewed the merits of the issues raised by the IRS and, while management believes it is probable we will prevail, we concluded the measurement model of FIN 48 required us to provide an accrual for a portion of the interest exposure. If a taxing authority requires us to accelerate the payment of these deferred tax liabilities and to pay related interest, if any, we may be required to raise additional capital through debt financing or we may have to forego share repurchases or defer planned capital expenditures or a combination of these items.

Critical Accounting Policies and Estimates

     Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Sysco’s most critical accounting policies and estimates include those that pertain to the allowance for doubtful accounts receivable, self-insurance programs, pension plans, income taxes, vendor consideration, accounting for business combinations and share-based compensation, which are described in Item 7 of our Annual Report on Form 10-K for the year ended June 28, 2008.

Accounting Changes

     As of June 29, 2008, we adopted the provisions of FASB Statement No. 157, “Fair Value Measurements” (SFAS 157), for financial assets and liabilities carried at fair value and non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. SFAS 157 establishes a common definition for fair value under generally accepted accounting principles, establishes a framework for measuring fair value and expands disclosure requirements about such fair value measurements. The adoption did not have a material impact on our financial statements. Due to the issuance of FASB Staff Position 157-2, “Effective Date of FASB Statement No. 157,” SFAS 157 will be effective in fiscal 2010 for non-recurring, non-financial assets and liabilities that are recognized or disclosed at fair value. We are continuing to evaluate the impact of adopting these provisions in fiscal 2010.

     As of June 30, 2007, we early-adopted the measurement date provision of FASB Statement No. 158, “Employers’ Accounting for Defined Benefit and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (SFAS 158). The measurement date provision requires employers to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position. As a result, beginning in fiscal 2008, the measurement date for our defined benefit and other postretirement plans returned to correspond with our fiscal year-end rather than the May 31st measurement date previously used. We performed measurements as of May 31, 2007 and June 30, 2007 of our plan assets and benefit obligations. We recorded a charge to beginning retained earnings on July 1, 2007 of $3,572,000, net of tax, for the impact of the cumulative difference in our company-sponsored pension expense between the two measurement dates. We also recorded a benefit to beginning accumulated other comprehensive income (loss) on July 1, 2007 of $22,780,000, net of tax, for the impact of the difference in our balance sheet recognition provision between the two measurement dates.

27

     As of July 1, 2007, we adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109 (SFAS 109). FIN 48 clarifies the application of SFAS 109 by defining criteria that an individual tax position must meet for any part of the benefit of that position to be recognized in the financial statements. Additionally, FIN 48 provides guidance on the measurement, derecognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. As a result of this adoption, we recognized, as a cumulative effect of change in accounting principle, a $91,635,000 decrease in our beginning retained earnings related to FIN 48.

New Accounting Standards

     In December 2008, the FASB issued FASB Staff Position 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (FSP 132(R)-1). FSP 132(R)-1 amends SFAS No. 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits” (SFAS 132(R)) to require additional disclosures about assets held in an employer’s defined benefit pension or other postretirement plan. This standard will be effective for Sysco in fiscal 2010, although early application of the standard is permitted. Upon initial application, the information required by FSP 132(R)-1 is not required for earlier periods that are presented for comparative purposes. The company is currently evaluating the impact the adoption of FSP 132(R)-1 will have on its financial statement disclosures.

Forward-Looking Statements

     Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They include statements about:

• Sysco’s ability to increase its sales and market share and grow earnings;

• the continuing impact of economic conditions on consumer confidence and our business;

• sales and expense trends;

• anticipated multi-employer pension related liabilities and contributions to various multi-employer pension plans;

• the outcome of ongoing tax audits;

• the impact of ongoing legal proceedings;

• continued competitive advantages and positive results from strategic business initiatives;

• anticipated company-sponsored pension plan contributions;

• the impact of option expensing, which is based on certain assumptions regarding the number and fair value of options granted, resulting tax benefits and shares outstanding;

• anticipated share repurchases; and

• Sysco’s ability to meet future cash requirements, including the ability to access debt markets effectively, and remain profitable.

     These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below and those discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 28, 2008,:

• risks relating to the foodservice distribution industry’s relatively low profit margins and sensitivity to general economic conditions, including inflation, the current economic environment, increased fuel costs and consumer spending;

• Sysco’s leverage and debt risks, capital and borrowing needs and changes in interest rates;

• the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise;

• the risk that the IRS will disagree with our tax positions and seek to impose interest or penalties;

• the risk that other sponsors of our multi-employer pension plans will withdraw or become insolvent;

• that the IRS may impose an excise tax on the unfunded portion of our multi-employer pension plans or that the Pension Protection Act could require that we make additional pension contributions;

• the successful completion of acquisitions and integration of acquired companies, as well as the risk that acquisitions could require additional debt or equity financing and negatively impact our stock price or operating results;

• difficulties in successfully operating in international markets that have political, economic, regulatory and cultural environments different from those in the U.S. and Canada;

• the effect of competition on us and our customers;

• the ultimate outcome of litigation;

• the potential impact of product liability claims and adverse publicity related to food-borne illnesses;

• labor issues, including the renegotiation of union contracts;

• management’s allocation of capital and the timing of capital expenditures;

• risks relating to the successful completion and operation of the national supply chain project, including our RDCs;

• internal factors, such as the ability to increase efficiencies, control expenses and successfully execute growth strategies;

• significant variances between the assumptions used for the estimated impact of option expensing and actual results;

• with respect to share repurchases, market prices for the company’s securities and management’s decision to utilize capital for other purposes; and

• the impact of financial market changes on the cash surrender values of our corporate-owned life insurance policies and on the assets held by our company-sponsored Retirement Plan and by the multi-employer pension plans in which we participate.

     For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 28, 2008.

28

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

     We do not utilize financial instruments for trading purposes. Our use of debt directly exposes us to interest rate risk. Floating rate debt, for which the interest rate fluctuates periodically, exposes us to short-term changes in market interest rates. Fixed rate debt, for which the interest rate is fixed over the life of the instrument, exposes us to changes in market interest rates reflected in the fair value of the debt and to the risk we may need to refinance maturing debt with new debt at higher rates.

     We manage our debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate swaps as a tool to achieve that goal. The major risks from interest rate derivatives include changes in interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions.

     At December 27, 2008, we had no commercial paper issuances outstanding. Our long-term debt obligations at December 27, 2008 were $1,979,359,000, of which approximately 99% were at fixed rates of interest.

Foreign Currency Exchange Rate Risk

     We have Canadian subsidiaries, all of which use the Canadian dollar as their functional currency with the exception of a financing subsidiary. To the extent that business transactions are not denominated in Canadian dollars, we are exposed to foreign currency exchange rate risk. We will also incur gains and losses within shareholders’ equity due to translation of the financial statements from Canadian dollars to U.S. dollars. Our Canadian financing subsidiary has notes denominated in U.S. dollars, which has the potential to create taxable income in Canada when the debt is paid due to changes in the exchange rate from the inception of the debt through the payment date.

Fuel Price Risk

     From time to time, we may enter into forward purchase commitments for a portion of our projected diesel fuel requirements. As of December 27, 2008, outstanding forward diesel fuel purchase commitments total approximately $134,000,000 through August 2009, which will lock in the price on approximately 75% of our fuel purchases through the remainder of fiscal 2009. These contracts were entered into at prevailing rates from mid-July through mid-August 2008. As a result, these contracts are at fixed prices greater than both the prices incurred during the same period last fiscal year and current market prices.

     Fuel costs for the remaining 26 weeks of fiscal 2009, exclusive of any amounts recovered through fuel surcharges, are not expected to significantly increase as compared to the same period in fiscal 2008. Our estimate is based upon the prevailing market prices for diesel in mid-January 2009, the cost committed to in our forward fuel purchase agreements currently in place, which are at fixed prices in excess of current market prices, and estimates of fuel consumption. Actual fuel costs could vary from our estimates if any of these assumptions change, in particular if future fuel prices vary significantly from our current estimates.

Investment Risk

     Sysco invests in corporate-owned life insurance policies in order to fund certain retirement programs which are subject to market risk. The value of our investments in corporate-owned life insurance policies is largely based on the values of underlying investments, which include publicly traded securities. Therefore, the value of these policies will be adjusted each period based on the performance of the underlying securities which could result in volatility in our earnings. Due to the recent declines in the financial markets, we have experienced significant losses in adjusting the carrying value of these policies to their cash surrender values in recent periods. Should the financial markets continue to decline, we would take additional charges to adjust the carrying value of our corporate-owned life insurance, and if the market declines are significant, these charges could reasonably be expected to have a material adverse impact on our operating expenses, net income and earnings per share.

     Our company-sponsored Retirement Plan holds investments in both equity and fixed income securities. The amount of our annual contribution to the plan is dependent upon, among other things, the return on the plan’s assets. As a result of the recent declines in the financial markets, the value of the investments held by our company-sponsored Retirement Plan has declined through December 27, 2008. These fluctuations in asset values could affect the amount of our future contributions to the plan, lead to increased pension expense in future fiscal years and result in a reduction to shareholders’ equity on our balance sheet as of June 27, 2009, which is when this plan’s funded status will be remeasured.

Item 4. Controls and Procedures

     Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 27, 2008. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 27, 2008, our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

     No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 27, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

29

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

     We are engaged in various legal proceedings which have arisen but have not been fully adjudicated. These proceedings, in the opinion of management, will not have a material adverse effect upon the consolidated financial statements of Sysco when ultimately concluded.

Item 1A. Risk Factors

     The information set forth in this report should be read in conjunction with the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended June 28, 2008, which could materially impact our business, financial condition or future results. The risks described in the Annual Report on Form 10-K are not the only risks facing the company. Additional risks and uncertainties not currently known by the company or that are currently deemed to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     We made the following share repurchases during the second quarter of fiscal 2009:

ISSUER PURCHASES OF EQUITY SECURITIES

					(c) Total Number of		(d) Maximum Number of
					Shares Purchased as Part		Shares that May Yet Be
	(a) Total Number of		(b) Average Price		of Publicly Announced		Purchased Under the Plans or
Period	Shares Purchased(1)		Paid per Share		Plans or Programs		Programs
Month #1
September 28 – October 25		2,250,901	$	28.11		2,250,000		20,461,600
Month #2
October 26 – November 22		3,079,446		23.85		3,075,000		17,386,600
Month #3
November 23 – December 27		4,600,000		22.56		4,600,000		12,786,600
Total		9,930,347	$	24.22		9,925,000		12,786,600

⁽¹⁾ The total number of shares purchased includes 901, 4,446 and zero shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively. All other shares were purchased pursuant to the publicly announced programs described below.

     On September 22, 2008, we announced that the Board of Directors approved the repurchase of an additional 20,000,000 shares. Pursuant to these repurchase programs, shares may be acquired in the open market or in privately negotiated transactions at the company’s discretion, subject to market conditions and other factors.

     In July 2004, the Board of Directors authorized us to enter into agreements from time to time to extend our ongoing repurchase program to include repurchases during company announced “blackout periods” of such securities in compliance with Rule 10b5-1 promulgated under the Exchange Act.

     An additional 3,400,000 shares were repurchased at a cost of $80,091,000 through January 24, 2009, resulting in a remaining authorization by our Board of Directors to repurchase up to 9,386,600 shares, based on the trades made through that date.

Item 3. Defaults Upon Senior Securities

     None

30

Item 4. Submission of Matters to a Vote of Security Holders

     We held our 2008 Annual Meeting of Stockholders on November 19, 2008. Three directors, Judith B. Craven, Phyllis S. Sewell and Richard G. Tilghman, were elected for a three-year term. Directors whose terms continued after the meeting included John M. Cassaday, Manual A. Fernandez, Jonathan Golden, Joseph A. Hafner, Jr., Hans-Joachim Koerber, Nancy S. Newcomb, Richard J. Schnieders and Jackie M. Ward.

     Other matters voted on included:

• Approval of the material terms of, and the payment of compensation to certain executive officers pursuant to, the 2008 Cash Performance Unit Plan;

• Ratification of the appointment of Ernst & Young LLP as Sysco’s independent accountants for fiscal 2009; and

• A stockholder proposal requesting that the Board of Directors take the necessary steps to require that all directors stand for election annually.

     The final voting results were as follows:

	Number of Votes Cast
			Against/				Broker
Matter Voted Upon	For		Withheld		Abstain		Non-Votes
Election of Directors
Class I
Judith B. Craven		493,390,247		25,762,642		2,534,693		n/a
Phyllis S. Sewell		492,597,651		26,454,010		2,635,922		n/a
Richard G. Tilghman		491,248,147		28,112,810		2,326,626		n/a
Approval of Material Terms of, and the Payment of Compensation to Certain Executive Officers pursuant to, the 2008 Cash Performance Unit Plan		475,462,492		44,357,341		1,865,000		—
Ratification of Independent Accountants		513,140,342		7,630,558		916,683		—
Proposal Requesting that the Board of Directors Take the Necessary Steps to Require that all Directors Stand for Election Annually		294,078,092		143,426,935		1,704,854		82,477,702

     In addition, in January 2009, the size of the Board of Directors was expanded from 11 to 13 members. William J. DeLaney and Kenneth F. Spitler were appointed to the Board with terms expiring at the 2011 and 2009 Annual Meetings, respectively.

Item 5. Other Information

     None

Item 6. Exhibits

3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
3.2	—	Certificate of Amendment of Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544).
3.3	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
3.4	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
3.5	—	Amended and Restated Bylaws of Sysco Corporation dated July 18, 2008, incorporated by reference to Exhibit 3.5 to Form 8-K filed on July 23, 2008 (File No. 1-6544).

31

4.1	—	Senior Debt Indenture, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed June 6, 1995 (File No. 33-60023).
4.2	—	Fifth Supplemental Indenture, dated as of July 27, 1998 between Sysco Corporation and First Union National Bank, Trustee, incorporated by reference to Exhibit 4(h) to Form 10-K for the year ended June 27, 1998 (File No. 1-6544).
4.3	—	Seventh Supplemental Indenture, including form of Note, dated March 5, 2004 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended March 27, 2004 (File No. 1-6544).
4.4	—	Eighth Supplemental Indenture, including form of Note, dated September 22, 2005 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed on September 20, 2005 (File No. 1-6544).
4.5	—	Ninth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 12, 2008 (File No. 1-6544).
4.6	—	Tenth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on February 12, 2008 (File No. 1-6544).
4.7	—	Agreement of Resignation, Appointment and Acceptance, dated February 13, 2007, by and among Sysco Corporation and Sysco International Co., a wholly-owned subsidiary of Sysco Corporation, U.S. Bank National Association and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-3 filed on February 6, 2008 (File No. 333-149086).
4.8	—	Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed August 21, 2002 (File No. 333-98489).
10.1#	—	First Amendment to the Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.
10.2#	—	Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.
10.3	—	Sysco Corporation 2008 Cash Performance Unit Plan, incorporated by reference to Annex A to the Sysco Corporation Proxy Statement filed October 7, 2008 (File No. 1-6544).
10.4#	—	First Amended and Restated Executive Severance Agreement dated November 24, 2008 between Sysco Corporation and Richard J. Schnieders.
10.5#	—	First Amended and Restated Executive Severance Agreement dated December 23, 2008 between Sysco Corporation and Kenneth F. Spitler.
15.1#	—	Report from Ernst & Young dated February 2, 2009, re: unaudited financial statements.
15.2#	—	Acknowledgement letter from Ernst & Young LLP.
31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

# Filed herewith

32

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Sysco Corporation (Registrant)
By	/s/ RICHARD J. SCHNIEDERS
	Richard J. Schnieders
	Chairman of the Board and Chief Executive Officer

Date: February 3, 2009

By	/s/ WILLIAM J. DELANEY
	William J. DeLaney
	Executive Vice President and Chief Financial Officer

Date: February 3, 2009

By	/s/ G. MITCHELL ELMER
	G. Mitchell Elmer
	Senior Vice President, Controller and Chief Accounting Officer

Date: February 3, 2009

33

EXHIBIT INDEX

Exhibits.

3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).
3.2	—	Certificate of Amendment of Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544).
3.3	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).
3.4	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).
3.5	—	Amended and Restated Bylaws of Sysco Corporation dated July 18, 2008, incorporated by reference to Exhibit 3.5 to Form 8-K filed on July 23, 2008 (File No. 1-6544).
4.1	—	Senior Debt Indenture, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank of North Carolina, Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-3 filed June 6, 1995 (File No. 33-60023).
4.2	—	Fifth Supplemental Indenture, dated as of July 27, 1998 between Sysco Corporation and First Union National Bank, Trustee, incorporated by reference to Exhibit 4(h) to Form 10-K for the year ended June 27, 1998 (File No. 1-6544).
4.3	—	Seventh Supplemental Indenture, including form of Note, dated March 5, 2004 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association (formerly First Union National Bank of North Carolina), as Trustee, incorporated by reference to Exhibit 4(j) to Form 10-Q for the quarter ended March 27, 2004 (File No. 1-6544).
4.4	—	Eighth Supplemental Indenture, including form of Note, dated September 22, 2005 between Sysco Corporation, as Issuer, and Wachovia Bank, National Association, as Trustee, incorporated by reference to Exhibits 4.1 and 4.2 to Form 8-K filed on September 20, 2005 (File No. 1-6544).
4.5	—	Ninth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 12, 2008 (File No. 1-6544).
4.6	—	Tenth Supplemental Indenture, including form of Note, dated February 12, 2008 between Sysco Corporation, as Issuer, and the Trustee, incorporated by reference to Exhibit 4.3 to Form 8-K filed on February 12, 2008 (File No. 1-6544).
4.7	—	Agreement of Resignation, Appointment and Acceptance, dated February 13, 2007, by and among Sysco Corporation and Sysco International Co., a wholly-owned subsidiary of Sysco Corporation, U.S. Bank National Association and The Bank of New York Trust Company, N.A., incorporated by reference to Exhibit 4(h) to Registration Statement on Form S-3 filed on February 6, 2008 (File No. 333-149086).
4.8	—	Indenture dated May 23, 2002 between Sysco International, Co., Sysco Corporation and Wachovia Bank, National Association, incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed August 21, 2002 (File No. 333-98489).
10.1#	—	First Amendment to the Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan.
10.2#	—	Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan.
10.3	—	Sysco Corporation 2008 Cash Performance Unit Plan, incorporated by reference to Annex A to the Sysco Corporation Proxy Statement filed October 7, 2008 (File No. 1-6544).
10.4#	—	First Amended and Restated Executive Severance Agreement dated November 24, 2008 between Sysco Corporation and Richard J. Schnieders.
10.5#	—	First Amended and Restated Executive Severance Agreement dated December 23, 2008 between Sysco Corporation and Kenneth F. Spitler.
15.1#	—	Report from Ernst & Young dated February 2, 2009, re: unaudited financial statements.
15.2#	—	Acknowledgement letter from Ernst & Young LLP.
31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

# Filed herewith

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO
THE FIFTH AMENDED AND RESTATED
SYSCO CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN

     THIS FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED SYSCO CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (this “Amendment”).

     WHEREAS, Sysco Corporation (“Sysco”) has adopted that certain Fifth Amended and Restated Sysco Corporation Executive Deferred Compensation Plan (the “Plan”) pursuant to a plan document effective generally as of July 2, 2008; and

     WHEREAS, pursuant to Section 9.1 of the Plan, the Board of Directors of Sysco may amend the Plan at any time by an instrument in writing; and

     WHEREAS, the Board of Directors of Sysco has determined to amend the Plan to (i) consistent with the transition relief provided under Treasury Notice 2007-86, provide Participants with a one-time opportunity during calendar year 2008 to elect to receive a distribution of all or a portion of their vested balances under the Plan during calendar year 2009; (ii) clarify the definition of when a “separation from service” occurs under the Plan; and (iii) clarify the procedure for processing In-Service Distributions under the Plan.

     NOW, THEREFORE, the Plan is hereby amended as follows, effective as of July 2, 2008:

     (Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Plan.)

     1. Article I of the Plan is hereby amended by deleting the definition of “Separation from Service” and replacing it with the following:

     “Separation from Service. “Separation from Service” means a “separation from service” within the meaning of Section 409A. For Separations from Service occurring on or after January 1, 2009, a Participant shall be presumed to have experienced a “separation from service” as a result of a termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by the Participant during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by the Treasury Regulations.”

     2. Article IV of the Plan is hereby amended by deleting Section 4.7(a) in its entirety and replacing it with the following:

     “(a) Crediting of Interest or Deemed Investment Earnings or Losses Prior to Commencement of Distributions. The Participant’s Account shall continue to be credited or debited with Investment earnings or losses until (i) with respect to distribution events other than In-Service Distributions, the later to occur

1

of (x) the date of the event giving rise to the distribution; or (y) the last day of the month preceding the month in which distributions will commence; and (ii) with respect to an In-Service Distribution, the date that is three (3) weeks prior to the In-Service Distribution Date with respect to such In-Service Distribution (the “Conversion Date”), at which time the deemed Investments of the portion of the Participant’s Account attributable to Deferrals, other than amounts invested in the Default Investment, shall be treated as sold and credited with a dollar value in accordance with Section 4.4(c) and invested in the Default Investment. For the period beginning on the Conversion Date and ending on the day immediately before the date on which distributions commence, the portion of the Participant’s Account attributable to Deferrals shall be credited with earnings as provided in Section 4.5. For purposes of this Section 4.7(a), for the period prior to the commencement of distributions, the portion of the Participant’s Account attributable to Company Matches shall be credited with interest as provided in Section 4.6. As of the close of business on the date immediately prior to the date distributions are to commence, interest and Investment earnings shall no longer be credited to a Participant’s Account pursuant to this Section 4.7(a) and interest shall be credited to the Participant’s Account as provided in Section 4.7(b).”

     3. Article VI of the Plan is hereby amended by adding a new Section 6.13 which shall provide as follows:

     “Section 6.13 Special One-Time In-Service Distribution of Participant’s Account. Notwithstanding anything to the contrary contained herein, at such time as the Committee shall determine, but not later than December 31, 2008, the Committee may allow a Participant to make an election to receive a lump sum distribution of all or a portion of such Participant’s (a) Account attributable to Deferrals; and (b) Company Matches that are 100% vested as of May 15, 2009 (a “Special Election”); provided such Special Election: (i) must be received by the Committee on or before December 15, 2008 and shall become irrevocable as of the date of receipt by the Company; (ii) shall not become effective for six (6) months after receipt of such Special Election by the Company; and (iii) shall not apply to any amount that would otherwise be payable during calendar year 2008. Notwithstanding a Participant’s Special Election pursuant to this Section 6.13, if the Participant’s Retirement, Disability, death, or Termination, as applicable occurs prior to the distribution date specified in such Special Election, the Participant’s Account shall be distributed pursuant to the Plan’s provisions regarding distributions upon Retirement, Disability, death, Termination or In-Service Distributions, as applicable. For purposes of determining the amount of interest or deemed Investment earnings or losses credited to a Participant’s Account under Section 4.7(a) with respect to distributions pursuant to this Section 6.13, the Conversion Date shall be May 15, 2009.”

     4. Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this Amendment.

2

     IN WITNESS WHEREOF, Sysco has caused this First Amendment to be executed this 11th day of November, 2008, effective as set forth herein.

SYSCO CORPORATION
By: Name:	/s/ Michael C. Nichols Michael C. Nichols
Title:	Sr. Vice President, General Counsel and Secretary

ATTEST:
By: Name:	/s/ Thomas P. Kurz Thomas P. Kurz
Title:	Vice President, Deputy General
	Counsel and Assistant Secretary

3

EX-10.2

Exhibit 10.2
Execution Verson

EIGHTH AMENDED AND RESTATED

SYSCO CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective June 28, 2008

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		2
ARTICLE II ELIGIBILITY & CONTINUED PARTICIPATION		8
2.1 Initial Eligibility		8
2.2 Frozen Participation		8
2.3 Benefits upon Re-Employment		8
2.4 Participation in this Plan and the Program		8
2.5 No Transfers from this Plan to the Program		8
ARTICLE III VESTING		9
3.1 Vesting		9
3.2 Vesting upon a Change of Control		9
3.3 Compensation Committee Discretion		9
ARTICLE IV VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT		10
4.1 Definitions		10
4.2 Minimum Vested Accrued Benefit as of June 28, 2008		14
4.3 Vested Accrued Benefit after June 28, 2008		14
4.4 Retirement Benefit		15
4.5 Benefit Commencement Date		15
4.6 Form of Payment		16
4.7 Temporary Supplement		16
4.8 Administrative Delay		16
4.9 Delay of Payments under Section 409A of the Code		16
ARTICLE V FROZEN PARTICIPATION & DISABILITY		17
5.1 In General		17
5.2 Participation Frozen on or after June 28, 2008		17
5.3 Frozen Participation Deemed Active Participation		17
5.4 Participation Frozen before June 28, 2008		17
5.5 Disability before December 16, 2008		17
ARTICLE VI DEATH BENEFIT		18
6.1 Definitions		18
6.2 Death of Active Participant prior to Age 55		18
6.3 Death of Active Participant after Age 55		19
6.4 Death after a Change of Control that Occurs while an Active Participant		20
6.5 Death of Frozen Participant		20
6.6 Death of Vested Separated Participant		21
6.7 Death of Retired Participant before or after Commencement of Benefits		21

-i-

TABLE OF CONTENTS
(continued)

	Page
6.8 Administrative Delay		22
6.9 Beneficiary Designation for Ten (10) Year Certain Period		22
ARTICLE VII PROVISIONS RELATING TO ALL BENEFITS		24
7.1 Effect of this Article		24
7.2 Termination of Employment		24
7.3 Forfeiture for Cause		24
7.4 Forfeiture for Competition		25
7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments		26
7.6 Claims Procedure		26
ARTICLE VIII ADMINISTRATION		28
8.1 Committee Appointment		28
8.2 Committee Organization and Voting		28
8.3 Powers of the Committee		28
8.4 Committee Discretion		28
8.5 Reimbursement of Expenses		28
8.6 Indemnification		28
ARTICLE IX ADOPTION BY SUBSIDIARIES		29
9.1 Procedure for and Status after Adoption		29
9.2 Termination of Participation by Adopting Subsidiary		29
ARTICLE X AMENDMENT AND/OR TERMINATION		30
10.1 Amendment or Termination of the Plan		30
10.2 No Retroactive Effect on Awarded Benefits		30
10.3 Effect of Termination		30
ARTICLE XI FUNDING		32
11.1 Payments under This Plan are the Obligation of the Company		32
11.2 Plan May Be Funded through Life Insurance Owned by the Company or a Rabbi Trust		32
11.3 Reversion of Excess Assets		32
11.4 Participants Must Rely Only on General Credit of the Company		32
11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited		32
ARTICLE XII MISCELLANEOUS		33
12.1 Responsibility for Distributions and Withholding of Taxes		33
12.2 Limitation of Rights		33
12.3 Benefits Dependent upon Compliance with Certain Covenants		33
12.4 Distributions to Incompetents or Minors		33

-ii-

TABLE OF CONTENTS
(continued)

	Page
12.5 Nonalienation of Benefits		33
12.6 Reliance upon Information		34
12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise		34
12.8 Severability		34
12.9 Notice		34
12.10 Gender and Number		34
12.11 Governing Law		34
12.12 Effective Date		34
12.13 Compliance with Section 409A		34

-iii-

EIGHTH AMENDED AND RESTATED
SYSCO CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

          WHEREAS, Sysco Corporation (“Sysco”) established the Sysco Corporation Supplemental Executive Retirement Plan (the “SERP”), originally effective July 3, 1988, to provide certain highly compensated management personnel a supplement to their retirement pay so as to retain their loyalty and to offer them a further incentive to maintain and increase their standard of performance;

          WHEREAS, Sysco’s Board of Directors (the “Board of Directors”) amended and restated the SERP pursuant to that certain Seventh Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan (the “Current Plan”), effective as of June 28, 2008, which, among other things provided that after June 28, 2008, the category of future MIP participants who are eligible to participate in the SERP was limited in contemplation of providing such new MIP participants with a new non-qualified deferred compensation program;

          WHEREAS, pursuant to Section 10.1 of the Current Plan, the Board of Directors, the Committee or their designees may amend the Current Plan by an instrument in writing; and

          WHEREAS, the Board of Directors has determined that it is in the best interests of Sysco and its stockholders to further amend and restate the Current Plan effective June 28, 2008, by: (i) modifying the group of MIP participants eligible to participate in the SERP; (ii) adding an Appendix I to the Current Plan, entitled the Sysco Corporation MIP Retirement Program, which is the new non-qualified deferred compensation program for those individuals who first become MIP participants after June 28, 2008 but who are not otherwise eligible to participate in the SERP; (iii) clarifying the order in which the parachute payment cutback provision applies to the SERP, the Program (as defined herein) and the EDCP (as defined herein) in the event of a change of control of Sysco; (iv) removing the provisions relating to the termination of employment of a participant as a result of disability; (v) making such amendments as are necessary for compliance with Section 409A (as defined herein); and (vi) making certain other changes and clarifications to the Current Plan.

          NOW, THEREFORE, Sysco hereby adopts the Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, effective as of June 28, 2008, as follows:

ARTICLE I

DEFINITIONS

     1.1 401(k) Plan. “401(k) Plan” means the Sysco Corporation Employees 401(k) Plan, a defined contribution plan qualified under Section 401(a) of the Code any U.S. tax-qualified defined contribution plan successor thereto and any other such plan sponsored by Sysco or a Subsidiary.

     1.2 Active Participant. “Active Participant” means a Participant in the employ of the Company who is not a Frozen Participant.

     1.3 Actuarial Equivalence or Actuarially Equivalent. “Actuarial Equivalence” shall be determined on the basis of the mortality and interest rate assumptions used in computing annuity benefits under the Pension Plan. If there is no Pension Plan in effect at the time any such determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm chosen by the Committee. Such actuarial firm shall select such actuarial assumptions as would be appropriate for the Pension Plan if the Pension Plan remained in existence with its last participant census. “Actuarially Equivalent” means equality in value of the aggregate amounts expected to be received under different forms of payment based on the mortality and interest rate assumptions specified for purposes of Actuarial Equivalence.

     1.4 Affiliate. “Affiliate” means any entity with respect to which Sysco beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity.

     1.5 Annuity. “Annuity” means a monthly annuity for the life of the Participant with a ten (10) year certain period. Except as provided in Section 4.6, a Participant’s Vested Accrued Benefit and Retirement Benefit are expressed in the form of an Annuity.

     1.6 Beneficiary. “Beneficiary” means a person or entity designated by the Participant under the terms of this Plan to receive any amounts distributed under the Plan upon the death of the Participant.

     1.7 Benefit Commencement Date. “Benefit Commencement Date” means the first date the Participant’s benefits are payable under Section 4.5, without regard to any delay under either Section 4.8 or 4.9.

     1.8 Benefit Limit. “Benefit Limit” shall have the meaning set forth in Section 4.1(l).

     1.9 Benefit Service. “Benefit Service” shall have the meaning set forth in Section 4.1(d).

     1.10 Board of Directors. “Board of Directors” means the Board of Directors of Sysco.

     1.11 Canada/Quebec Pension Plan Offset. “Canada/Quebec Pension Plan Offset” shall have the meaning set forth in Section 4.1(j).

2

     1.12 Change of Control. “Change of Control” means the occurrence of one or more of the following events:

          (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the then-outstanding shares of Sysco common stock (the “Outstanding Sysco Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of Sysco entitled to vote generally in the election of directors (the “Outstanding Sysco Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from Sysco, (2) any acquisition by Sysco, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Sysco or any Affiliate, or (4) any acquisition by any corporation; pursuant to a transaction that complies with Sections (c)(i), (c)(ii) and (c)(iii), below;

          (b) Individuals who, as of July 1, 2008, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2008 whose election, or nomination for election by Sysco’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;

          (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns Sysco or all or substantially all of Sysco’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Sysco or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination,

3

and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or

          (d) Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.

     1.13 Change of Control Period. “Change of Control Period” shall have the meaning set forth in Section 7.3(d).

     1.14 Code. “Code” means the Internal Revenue Code of 1986, as amended.

     1.15 Committee. “Committee” means the committee administering this Plan (including the Program).

     1.16 Company. “Company” means Sysco and any Subsidiary other than a Non-Participating Subsidiary.

     1.17 Current Plan. “Current Plan” shall have the meaning set forth in the Recitals.

     1.18 Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” shall have the meaning set forth in Section 6.2(a)(ii).

     1.19 Defined Benefit Offset. “Defined Benefit Offset” shall have the meaning set forth in Section 4.1(g).

     1.20 Defined Contribution Offset. “Defined Contribution Offset” shall have the meaning set forth in Section 4.1(h).

     1.21 Determination Date. “Determination Date” means the date as of which a Participant’s Vested Accrued Benefit is calculated. The Determination Date for determining a Participant’s Retirement Benefit under Article IV shall be the date of the Participant’s Retirement or Vested Separation.

     1.22 Early Payment Criteria. “Early Payment Criteria” shall have the meaning set forth in Section 4.5(b).

     1.23 EDCP. “EDCP” means the Sysco Corporation Executive Deferred Compensation Plan, as it may be amended from time to time, and any successor plan thereto.

     1.24 Eligible Earnings. “Eligible Earnings” shall have the meaning set forth in Section 4.1(a).

     1.25 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     1.26 For Cause Event. “For Cause Event” shall have the meaning set forth in Section 7.3.

     1.27 Frozen Participant. “Frozen Participant” shall have the meaning set forth in Section 2.2.

4

     1.28 High-Five Average Compensation as of June 28, 2008. “High-Five Average Compensation as of June 28, 2008” shall have the meaning set forth in Section 4.1(c).

     1.29 Joint and Survivor Annuity. “Joint and Survivor Annuity” means a joint and two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial Equivalent of an Annuity. This annuity is payable during the joint lives of the Participant and his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to two-thirds of the monthly amount provided during their joint lives. Notwithstanding the above, during the ten (10) year certain period, there shall be no reduction in the amount of such payment regardless of the death of either or both the Participant and his spouse.

     1.30 Minimum Vested Accrued Benefit. “Minimum Vested Accrued Benefit” shall have the meaning set forth in Section 10.2.

     1.31 Management Incentive Plan or MIP. “Management Incentive Plan” or “MIP” means the Sysco Corporation 1995 Management Incentive Plan, the Sysco Corporation 2000 Management Incentive Plan and the Sysco Corporation 2005 Management Incentive Plan, as each may be amended, and any successor plans.

     1.32 MIP Participation. “MIP Participation” refers to an individual’s periods of participation in the MIP. Non-continuous periods of MIP Participation (e.g., as a result of a termination and subsequent reemployment) shall be added together. A Participant’s years of MIP Participation shall mean the number of full years of such eligible periods of participation determined on an elapsed time basis.

     1.33 Non-Participating Subsidiary. “Non-Participating Subsidiary” means a Subsidiary that has not adopted this Plan pursuant to Article IX.

     1.34 Officer Ranking. “Officer Ranking” shall have the meaning set forth in Section 2.1(b).

     1.35 Offset Amount. “Offset Amount” shall have the meaning set forth in Section 4.1(f).

     1.36 Participant. “Participant” means an employee of a Company who is eligible for and is participating in this Plan, and any other current or former employee of Sysco and its Subsidiaries who is entitled to a benefit under this Plan. Unless otherwise specified herein, references to a Participant or Participants shall include both Active Participants and Frozen Participants.

     1.37 Pension Plan. “Pension Plan” means the Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, as amended from time to time and any U.S. tax-qualified defined benefit pension plan successor thereto.

     1.38 Plan. “Plan” means the Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time. Unless otherwise specified herein, references to “the Plan” or “this Plan” herein shall refer to the Supplemental Executive Retirement Plan only and not the Program.

5

     1.39 Plan Year. “Plan Year” means the period that coincides with the fiscal year of Sysco. Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30th of each calendar year.

     1.40 Program. “Program” means the Sysco Corporation MIP Retirement Program the non-qualified deferred compensation plan that is set forth in Appendix I to this Plan, and which covers individuals who first become MIP participants after June 28, 2008, but who do not satisfy the eligibility requirements for participation in this Plan, as set forth in Section 2.1. The Committee in its sole discretion may exclude any MIP participant from participation in the Program.

     1.41 Protected Benefit and Protected Participant. A “Protected Benefit”, as determined under Sections 4.2(b) and 4.3(b), is a benefit which is only applicable to a Protected Participant. A “Protected Participant” is an individual who, as of July 3, 2005, was an Active Participant who was (a) at least age sixty (60) or (b) at least age fifty-five (55) and had at least ten (10) years of MIP Participation.

     1.42 Retired Participant. “Retired Participant” shall have the meaning set forth in Section 6.1(c).

     1.43 Retirement. “Retirement” means the Participant’s Separation from Service from Sysco or its Subsidiaries other than for death, provided that at the time of such Separation from Service, the Participant is at least age fifty-five (55) and has a Vested Accrued Benefit.

     1.44 Retirement Benefit. “Retirement Benefit” means the benefit paid to a Participant at the time and in the amount set forth in Article IV as a result of a Participant’s Retirement or Vested Separation.

     1.45 Section 409A. “Section 409A” means Section 409A of the Code and any other guidance promulgated thereunder.

     1.46 Securities Act. “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

     1.47 Separation from Service. “Separation from Service” means “separation from service” within the meaning of Section 409A. For Separations from Service occurring on or after January 1, 2009, a Participant shall have experienced a “separation from service” for purposes of Section 409A as a result of a termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of service performed by the Participant for the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded under Section 409A.

     1.48 Service Factor. “Service Factor” shall have the meaning set forth in Section 4.1(e).

     1.49 Social Security Offset. “Social Security Offset” shall have the meaning set forth in Section 4.1(i).

6

     1.50 Specified Employee. “Specified Employee” means a “specified employee” as defined in Section 409A (a)(2)(B)(i) of the Code. By way of clarification, a “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company. A Participant shall be treated as a key employee if he meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date (as defined below). If a Participant is a key employee as of an Identification Date, he shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such Identification Date. For purposes of any Specified Employee determination hereunder, the “Identification Date” shall mean December 31. The Committee may in its discretion amend the Plan to change the Identification Date, provided that any change to the Plan’s Identification Date shall not take effect for at least twelve (12) months after the date of the Plan amendment authorizing such change.

     1.51 Subsidiary. “Subsidiary” means (a) any corporation which is a member of a “controlled group of corporations” which includes Sysco, as defined in Section 414(b) of the Code, (b) any trade or business under “common control” with Sysco, as defined in Section 414(c) of the Code, (c) any organization which is a member of an “affiliated service group” which includes Sysco, as defined in Section 414(m) of the Code, (d) any other entity required to be aggregated with Sysco pursuant to Section 414(o) of the Code, and (e) any other organization or employment location designated as a “Subsidiary” by resolution of the Board of Directors.

     1.52 Sysco. “Sysco” means Sysco Corporation, the sponsor of this Plan (including the Program).

     1.53 Ten-Year Final Average Compensation. “Ten-Year Final Average Compensation” shall have the meaning set forth in Section 4.1(b).

     1.54 Total Payments. “Total Payments” means all payments or benefits received or to be received by a Participant in connection with a “change of control” (within the meaning of Section 280G of the Code) of Sysco under the terms of this Plan, the Program or the EDCP, and in connection with a change of control of Sysco under the terms of any stock option plan or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a change of control or any person affiliated with the Company or who as a result of the completion of transactions causing a change of control become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

     1.55 Vested Accrued Benefit. “Vested Accrued Benefit” shall have the meaning set forth in Article IV.

     1.56 Vested Percentage. “Vested Percentage” shall have the meaning set forth in Article III.

     1.57 Vested Separated Participant. “Vested Separated Participant” shall have the meaning set forth in Section 6.1(a).

     1.58 Vested Separation. “Vested Separation” means the Participant’s Separation from Service from Sysco or its Subsidiaries, other than upon Retirement or death, if, at the time of the Separation from Service the Participant has a Vested Accrued Benefit.

     1.59 Vesting Service. “Vesting Service” means service with Sysco and its Subsidiaries for which the Participant or Frozen Participant is awarded “credited service” under the Pension Plan for vesting purposes or would have been awarded credited service under the Pension Plan for vesting purposes if the Participant were covered under the Pension Plan; provided however, any service before the later of the first date of hire by the Company or the date of acquisition by Sysco or a Subsidiary for which the Participant then worked shall not be included in calculating the Participant’s Vesting Service.

7

ARTICLE II

ELIGIBILITY & CONTINUED PARTICIPATION

     2.1 Initial Eligibility. Unless otherwise determined by the Committee in its sole discretion, eligibility to participate in the Plan shall be determined as follows:

          (a) A Company employee who was a Participant in the Plan on or before June 28, 2008 is eligible.

          (b) A Company employee who first becomes a MIP participant after June 28, 2008 and holds an “Officer Ranking” (as described below) shall be eligible to participate in the Plan, but only if the Committee affirmatively selects such individual as eligible for the Plan. A person has an Officer Ranking if he holds one of the following positions: (i) with respect to Sysco, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Executive Vice President or Senior Vice President (including Senior Vice Presidents of Operations) or an officer of equivalent or higher rank who is selected by the Board of Directors; or (ii) the Chief Executive Officer of one or more Subsidiaries.

     2.2 Frozen Participation. An Active Participant shall have his participation frozen (a “Frozen Participant”) as of the earliest of the date he (a) ceases to be a MIP participant, (b) with respect to a Participant who is eligible to participate by reason of Section 2.1(b), unless otherwise determined by the Committee, such Participant ceases to hold an Officer Ranking, or (c) transfers from the Company to a Non-Participating Subsidiary. Article V sets forth special rules that apply to Frozen Participants.

     2.3 Benefits upon Re-Employment. If a Participant who, as a result of a Separation from Service, is receiving distributions of his Retirement Benefit is subsequently re-employed by Sysco or a Subsidiary, the payment of the Participant’s Retirement Benefit shall continue unchanged during his period of re-employment. The re-employed Participant’s status shall remain that of a Retired Participant for all purposes of this Plan and such Participant shall accrue no additional benefits following re-employment.

     2.4 Participation in this Plan and the Program. An employee participating in the Program who becomes a Participant in this Plan shall accrue benefits under this Plan and shall continue to accrue benefits under the Program, subject to the terms and conditions of each.

     2.5 No Transfers from this Plan to the Program. An employee participating in this Plan or who has participated in this Plan and who is not nor has not otherwise participated in the Program shall not be eligible to participate in the Program.

8

ARTICLE III

VESTING

     3.1 Vesting. A Participant’s Vested Percentage for purposes of calculating such Participant’s Vested Accrued Benefit under Article IV shall be determined in accordance with this Article III. For purposes of determining the Participant’s Vested Percentage, the Participant’s age, Vesting Service and MIP Participation are determined as of a Determination Date. The Vested Percentage shall be the greatest of the percentages determined under Sections 3.1(a), (b) and (c), except the schedule under Section 3.1(b) shall not apply for purposes of determining a Protected Participant’s Vested Percentage in his Protected Benefit.

          (a) If the Participant has at least ten (10) years of Vesting Service, his Vested Percentage under this Section 3.1(a) shall be determined as follows:

Participant with at least
ten (10) years of Vesting	Vested
Service whose age is	Percentage
Less than 60		0	%
60 but less than 61		50	%
61 but less than 62		60	%
62 but less than 63		70	%
63 but less than 64		80	%
64 but less than 65		90	%
65 or more		100	%

          (b) If the Participant (i) is at least age fifty-five (55) and (ii) has at least fifteen (15) years of MIP Participation, his Vested Percentage under this Section 3.1(b) (“Rule of 80”) shall be determined as follows:

Sum of Participant's full
years of age plus full	Vested
years of MIP Participation	Percentage
Less than 70		0	%
70		50	%
71		55	%
72		60	%
73		65	%
74		70	%
75		75	%
76		80	%
77		85	%
78		90	%
79		95	%
80 or more		100	%

          (c) If the Participant is (i) at least age sixty-two (62), (ii) has completed at least twenty-five (25) years of Vesting Service and (iii) has at least fifteen (15) years of MIP Participation, he shall have a Vested Percentage of 100%.

     3.2 Vesting upon a Change of Control. Notwithstanding Section 3.1 above and subject to Section 7.5, a Participant’s Vested Percentage shall be 100% upon a Change of Control.

     3.3 Committee Discretion. Notwithstanding anything in this Article III to the contrary, the Committee, in its sole discretion, may increase a Participant’s Vested Percentage under Section 3.1 to any percentage not to exceed 100%.

9

ARTICLE IV

VESTED ACCRUED BENEFIT & RETIREMENT BENEFIT

     4.1 Definitions. The following definitions are used in this Article IV:

          (a) Eligible Earnings. “Eligible Earnings” means, for a given Plan Year, the sum of the Participant’s: (i) salary, including salary deferred under the EDCP, and (ii) to the extent described in the table below: (A) all or a portion of the bonus earned under the MIP (“MIP Bonus”) and (B) the bonus earned under the Sysco Corporation 2006 Supplemental Performance Based Bonus Plan (“Supplemental Performance Bonus”), even if the amounts described above were earned before the individual became a Participant.

	Treatment of Bonuses for Purposes of Eligible Earnings
			Supplemental
Plan Year	MIP Bonus (including any MIP Bonus deferred under the EDCP)		Performance
(PY)	Benefits other than Protected Benefits	Protected Benefits	Bonus
2009 PY and PYs thereafter	Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year	Included, except for MIP Additional Bonuses, but capped at 150% of base salary rate as of the last day of the Plan Year	Excluded
2008 PY	Included, except for MIP Additional Shares and MIP Additional Bonuses	Included, except for MIP Additional Bonuses	Excluded
2007 PY	Included, except for MIP Additional Shares	Included in full	Included, except for calculation of Protected Benefit
2006 PY	Included, except for MIP Additional Shares and MIP Additional Cash Bonuses	Included in full	Excluded
2005 PY and prior PYs	Included in full	Included in full	Excluded

NOTE: The terms “MIP Additional Bonus”, “MIP Additional Shares” and “MIP Additional Cash Bonus” shall have the meanings given to them in the MIP.

No bonus other than those specified in the above table is included in Eligible Earnings.

Eligible Earnings shall not include a Participant’s compensation from a company before the date such company was acquired by Sysco or a Subsidiary.

Solely for purposes of determining the salary component of Eligible Earnings used in the determination of Ten-Year Final Average Compensation defined in (b) below, “salary” shall mean the annual rate of the Participant’s base salary as of his last day of employment during the applicable Plan Year.

10

          (b) Ten-Year Final Average Compensation. “Ten-Year Final Average Compensation” means the monthly average of the Participant’s Eligible Earnings for the ten (10) Plan Years (excluding those Plan Years in which the Participant does not have any Eligible Earnings) ending immediately before or coincident with the Calculation Date (as defined below). If the Participant does not have ten (10) Plan Years of Eligible Earnings, the Participant’s Ten-Year Final Average Compensation shall be based on the monthly average of Eligible Earnings for the available Plan Years ending immediately before or coincident with the Calculation Date. The Plan Year in which the Participant was originally hired shall be disregarded if he was hired after the first business day of such Plan Year. Similarly, the Plan Year in which the Calculation Date occurs shall be disregarded if the Calculation Date occurs before the last business day of such Plan Year. For purposes of determining a Participant’s Ten Year Final Average Compensation, “Calculation Date” means the date on which the earlier of the following events occurs:

               (i) the Participant becomes a Frozen Participant,

               (ii) a Change of Control occurs, unless the employee remains an employee of the Company and a Participant for the Plan Year in which the Change of Control occurs and the next succeeding three (3) Plan Years; or

               (iii) the earliest to occur of an Active Participant’s death, Retirement or Vested Separation.

          (c) High-Five Average Compensation as of June 28, 2008. “High-Five Average Compensation as of June 28, 2008” means the monthly average of the Participant’s Eligible Earnings for the five (5) full Plan Years (which need not be successive) that yield the highest monthly average of Eligible Earnings out of the ten (10) full Plan Years ending June 28, 2008. If the Participant does not have five (5) full Plan Years of Eligible Earnings, the Participant’s High-Five Average Compensation as of June 28, 2008 shall be based on the monthly average of Eligible Earnings for the available full Plan Years ending June 28, 2008.

          (d) Benefit Service. “Benefit Service” means service with Sysco and its Subsidiaries for which the Participant is awarded “credited service” under the Pension Plan for vesting purposes or would have been awarded “credited service” under the Pension Plan for vesting purposes if the Participant was covered under the Pension Plan; provided, however, the Compensation Committee of the Board of Directors may, in its sole discretion, award a Participant additional Benefit Service. Except as provided in Section 5.5, a Frozen Participant’s service after the date his participation was frozen under Section 2.2 shall not count as Benefit Service.

          (e) Service Factor. “Service Factor” means a fraction equal to the Participant’s full years of Benefit Service as of any given Determination Date (not to exceed twenty (20) years) divided by twenty (20).

          (f) Offset Amount. “Offset Amount” means, as of any given Determination Date, the sum of a Participant’s Defined Benefit Offset, Defined Contribution Offset, Social Security Offset and the Canada/Quebec Pension Plan Offset.

11

          (g) Defined Benefit Offset. “Defined Benefit Offset” refers to the offset of the Participant’s vested accrued benefit under the (x) Program, and to the extent determined by the Committee in its sole discretion, such other non-qualified defined benefit plan sponsored by Sysco or a Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary); and (y) the Pension Plan, and each other U.S. tax-qualified defined benefit plan, or Canadian registered pension plan sponsored by Sysco or a Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary), each as of the Determination Date and determined as follows:

               (i) Such a vested accrued benefit shall only reflect the benefit derived from employer contributions.

               (ii) Each such vested accrued benefit will be adjusted in accordance with provisions of the applicable plan to reflect an assumed benefit commencement date of the later of (A) the Benefit Commencement Date or (B) the date a retirement benefit is first payable to the Participant under the applicable plan without regard to the actual election made by the Participant under such plan. The resulting amount shall be converted to an Actuarially Equivalent Annuity as of the assumed benefit commencement date.

               (iii) Such benefits shall include prior distributions (subject to the limitation in item (i) and including but not limited to an in-service withdrawal or a qualified domestic relations order distribution), increased with interest. If the prior distribution was a lump-sum payment, interest will be credited from the date of the lump-sum payment. If the prior distribution consists or consisted of periodic payments, the Actuarially Equivalent single-sum value of the stream of payments will be determined as of the date of the first periodic payment and increased with interest from such date. Interest on the lump-sum payment or single-sum value of periodic payments will be credited to the assumed benefit commencement date described in (ii) above using the interest rate used for determining Actuarial Equivalence. The resulting amount will be converted to an Actuarial Equivalent Annuity as described in (ii) above.

          (h) Defined Contribution Offset. “Defined Contribution Offset” refers to the offset of an Annuity that could be provided by the Participant’s vested account balance under the (x) 401(k) Plan, and each other U.S. tax-qualified defined contribution plan or each Canadian tax-registered capital accumulation plan, sponsored by Sysco or a Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary); and (y) to the extent determined by the Committee in its sole discretion, any non-qualified defined contribution plan sponsored by Sysco or a Subsidiary (or any company for which the Participant worked that was acquired by Sysco or a Subsidiary), determined as follows:

               (i) Such account balance shall only reflect the vested balance derived from employer contributions, excluding the balance attributable to 401(k) Plan salary deferrals.

               (ii) Such account balance shall be determined as of the last day of the month preceding the month of the Determination Date. However, if the Participant has not met the Early Payment Criteria

12

as of the Determination Date, this balance will be increased with interest to the Benefit Commencement Date, using the interest rate used for determining Actuarial Equivalence. The balance or, if applicable, balance increased with interest, shall be converted to an Actuarially Equivalent Annuity as of the Benefit Commencement Date.

               (iii) Such balances shall include prior distributions (subject to the limitation in item (i) and including but not limited to an in-service withdrawal or a qualified domestic relations order distribution), increased with interest. Interest will be credited from the date of the lump-sum payment to the Benefit Commencement Date, using the interest rate used for determining Actuarial Equivalence. The resulting balance shall be converted to an Actuarially Equivalent Annuity as of the Benefit Commencement Date.

          (i) Social Security Offset. “Social Security Offset” means, as of any given Determination Date, the Participant’s monthly old-age benefit under the Federal Social Security Act or any similar federal act in effect as of the Determination Date and payable as of the later of age sixty-two (62) or the Benefit Commencement Date (the “Social Security Benefit”), and without regard to whether such Social Security Benefit is actually delayed, superseded, or forfeited because of failure to apply or for any other reason. The amount of the Social Security Benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant concerned and it shall be assumed that the Participant has no compensation after the Determination Date. Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale discount, and the discount applied for this purpose shall be the actual change in average wages from year to year as determined by the Social Security Administration.

          (j) Canada/Quebec Pension Plan Offset. “Canada/Quebec Pension Plan Offset” means, as of any given Determination Date, the Participant’s monthly retirement benefit payable under the Canada Pension Plan or Quebec Pension Plan, as applicable, as in effect on the Determination Date and payable as of the later of age sixty (60) or the Benefit Commencement Date (the “Canada/Quebec Pension Benefit”), and without regard to whether such Canada/Quebec Pension Benefit is actually delayed, superseded, or forfeited because of failure to apply or for any other reason. The amount of the Canada/Quebec Pension Benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant concerned and it shall be assumed that the Participant has no compensation after the Determination Date. Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale discount, and the discount applied for this purpose shall be the actual change in average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable.

          (k) Participant who has paid into both the US Federal Social Security and either the Canada Pension Plan or the Quebec Pension Plan. If a Participant has paid into both the US Federal Social Security and either the Canada Pension Plan or the Quebec Pension Plan, while an employee of Sysco or its Subsidiaries, the monthly Social Security Offset will be assumed to be zero and the monthly Canada/Quebec Pension Plan Offset will be determined to be a theoretical amount calculated under the Canada Pension Plan or Quebec Pension Plan, as applicable, as if the Participant had always been covered under and contributing to the Canada Pension Plan or

13

Quebec Pension Plan. For purposes of determining the monthly Canada/Quebec Pension Plan Offset, the amount of the benefit shall be determined based upon the pay and employment data that may be furnished by the Company and/or the Participant while a Canadian Participant. Any pay for periods prior to the earliest data furnished shall be estimated by applying a salary scale discount, and the discount applied for this purpose shall be the actual change in average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable. Any pay for periods prior to the Determination Date and after the latest data furnished shall be estimated by applying a salary scale factor, and the factor applied for this purpose shall be the actual change in average wages from year to year as determined for purposes of the Canada Pension Plan or the Quebec Pension Plan, as applicable. It shall be assumed that the Participant has no compensation after the Determination Date. For purposes of the Temporary Supplement of Section 4.7, the Participant will be treated as a Canadian Participant, regardless of the Participant’s status at Retirement or Vested Separation.

          (l) Benefit Limit. “Benefit Limit” means the limit in effect for the Plan Year in which the distribution event occurs and equals USD $178,537 per month for distribution events occurring in the Plan Year ending June 28, 2008. For distribution events that occur in a Plan Year ending after June 28, 2008, such monthly amount shall be adjusted in accordance with the percentage increase, if any, in the Consumer Price Index for All Urban Consumers (“CPI-U”), as measured from (1) June of the second Plan Year preceding the Plan Year during which such distribution event occurred to (2) June of the Plan Year immediately preceding the Plan Year during which such distribution event occurred.

     4.2 Minimum Vested Accrued Benefit as of June 28, 2008. An Active Participant as of June 28, 2008 shall have a Minimum Vested Accrued Benefit as of June 28, 2008, equal to:

          (a) In General. The Participant’s { High-Five Average Compensation as of June 28, 2008 × 50% × Service Factor × Vested Percentage } less Offset Amount; provided, however, the resulting amount shall not exceed the Participant’s Vested Percentage × Benefit Limit.

          (b) For a Protected Participant. The greater of (i) the amount determined under Section 4.2(a) above or (ii) the Protected Minimum Vested Accrued Benefit equal to the Protected Participant’s { (High-Five Average Compensation as of June 28, 2008 × 50%) less Offset Amount } × Service Factor × Vested Percentage.

The Determination Date for the elements in the benefit formulas under this Section 4.2 shall be June 28, 2008 with the exception of the Vested Percentage and Benefit Limit, both of which shall be determined as of the date of the distribution event.

     4.3 Vested Accrued Benefit after June 28, 2008. An Active Participant’s Vested Accrued Benefit as of a Determination Date after June 28, 2008 shall equal the greater of the Participant’s benefit, if any, under Section 4.2 above, or

14

          (a) In General. The Participant’s { Ten-Year Final Average Compensation × 50% × Service Factor × Vested Percentage } less Offset Amount; provided however, the resulting amount shall not exceed the Participant’s Vested Percentage × Benefit Limit.

          (b) For a Protected Participant. The greater of (i) the amount determined under Section 4.3(a) above or (ii) the Protected Benefit equal to the Protected Participant’s { (Ten-Year Final Average Compensation × 50% ) less Offset Amount } × Service Factor × Vested Percentage.

The Determination Date for the elements in the benefit formulas under Sections 4.3(a) and (b) above shall be the date of the distribution event.

     4.4 Retirement Benefit. A Participant’s Retirement Benefit shall equal the Participant’s Vested Accrued Benefit determined under Section 4.3, where the Determination Date for calculating such Vested Accrued Benefit is the Participant’s date of Retirement or Vested Separation.

     4.5 Benefit Commencement Date.

          (a) Normal Payment Criteria. Unless a Participant satisfies the Early Payment Criteria under Section 4.5(b), payment of the Participant’s Retirement Benefit under Section 4.4 shall begin on the first day of the month coincident with or next following his sixty-fifth (65th) birthday or his actual Retirement or Vested Separation date, whichever is later, if he survives to the applicable date.

          (b) Early Payment Criteria. If a Participant Separates from Service before age sixty-five (65) and satisfies the Early Payment Criteria set forth below as of his Retirement or Vested Separation date, payment of the Participant’s Retirement Benefit under Section 4.4 shall begin on the first day of the month coincident with or next following the Participant’s Retirement date, if he survives to the applicable date. The “Early Payment Criteria” are as follows:

               (i) Criteria for Early Payment of a Protected Benefit: As of his Retirement or Vested Separation, the Participant is at least age sixty (60), has at least 10 years of MIP Participation and has at least twenty (20) years of Vesting Service.

               (ii) Criteria for Early Payment of a Benefit other than a Protected Benefit: As of his Retirement or Vested Separation, the Participant has either (1) satisfied the criteria in Section 4.5(b)(i) above or (2) is at least age fifty-five (55) and has at least fifteen (15) years of MIP Participation.

               (iii) Committee Discretion. Notwithstanding the above, the Committee acting in its sole discretion at any time prior to December 31, 2008, consistent with the transition relief under Section 409A, may accelerate the Benefit Commencement Date of a Participant’s Retirement Benefit provided that (i) the Committee’s exercise of such discretion may only apply to amounts that would not otherwise be payable during 2008; and (ii) may not cause an amount not otherwise payable during 2008 to be paid during 2008.

15

     4.6 Form of Payment.

          (a) Participants in the Plan as of June 28, 2008. If, as of June 28, 2008, the Participant is (i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity.

          (b) Participants Who First Become Eligible to Participate in the Plan after June 28, 2008. If, as of the date a Participant first becomes eligible to participate in this Plan the Participant is (i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity.

          (c) Committee Discretion. Notwithstanding anything to the contrary in this Section 4.6, at any time after a Participant’s Separation from Service but prior to the date any annuity payment is made to the Participant under this Plan, the Committee may change the form of payment of a Participant’s Retirement Benefit between an Annuity and Joint and Survivor Annuity based upon the marital status of such Participant as of the date of such change, and such change shall become immediately effective, provided that such change shall become effective only if the Annuity and Joint and Survivor Annuity are “actuarially equivalent life annuities” within the meaning of Section 409A.

     4.7 Temporary Supplement. A U.S. Participant who retires before age sixty-two (62) and meets the criteria of Sections 4.5(b)(i), 4.5(b)(ii) or 4.5(b)(iii) above, shall, in addition to his Retirement Benefit under Section 4.4, receive a Temporary Supplement equal to such Participant’s monthly Social Security Offset. A Canadian Participant who retires before age sixty (60) and meets the criteria of Sections 4.5(b)(i), 4.5(b)(ii) or 4.5(b)(iii) above, shall in addition to his Retirement Benefit under Section 4.4, be paid a Temporary Supplement equal to such Participant’s monthly Canada/Quebec Pension Plan Offset. The Determination Date of the monthly Social Security Offset or Canada/Quebec Pension Plan Offset, as applicable, shall be the Participant’s date of Retirement. The Temporary Supplement will be paid to an eligible Participant through and including the earlier of (a) the month in which the Participant dies or (b) the month in which the U.S. Participant attains age sixty-two (62) or the Canadian Participant attains age sixty (60).

     4.8 Administrative Delay. Except as required under Section 4.9, payment of the Participant’s Retirement Benefit and, if applicable, Temporary Supplement shall begin on the Benefit Commencement Date set forth in Section 4.5 or the first day of the month as soon as administratively practicable thereafter but in no event later than the last day of the taxable year in which the Benefit Commencement Date occurs, or if later within seventy-five (75) days of the Benefit Commencement Date, unless an exception under Section 409A applies. The aggregate amount of any delayed payments, without interest, shall be paid to the Participant on such delayed commencement date.

     4.9 Delay of Payments under Section 409A of the Code . Notwithstanding any provision of Sections 4.5 and 4.7 to the contrary, if the distribution of a Retirement Benefit under Section 4.5 (and, if applicable, a Temporary Supplement under Section 4.7) to a Participant who is a Specified Employee result from such Participant’s Retirement or Vested Separation, such distributions shall not commence earlier than the date that is six (6) months after the date of such Participant’s Retirement or Vested Separation if such earlier commencement would result in the imposition of tax under Section 409A. If distributions to a Participant are so delayed, such distributions shall commence at the later of (a) the first day of the month coincident with or next following the date that is six (6) months after the Participant’s Retirement or Vested Separation date; or (b) the Participant’s Benefit Commencement Date. If a Participant’s distributions are delayed by reason of clause (a), above, the aggregate amount of any such delayed payments, together with interest on such delayed payments (calculated using the interest rate used for determining Actuarial Equivalence), shall be paid to the Participant on such delayed commencement date.

16

ARTICLE V

FROZEN PARTICIPATION & DISABILITY

     5.1 In General. This Article V provides special rules that apply to a Participant who is a Frozen Participant or who has a Separation from Service due to Disability (as defined in the Current Plan) prior to December 16, 2008. To the extent that this Article V or other provisions of the Plan do not otherwise specify, such Participant shall be treated as any other Participant to the extent necessary to implement this Article V.

     5.2 Participation Frozen on or after June 28, 2008. For ease of reference, special rules applicable to a participant who becomes a Frozen Participant, as described in Section 2.2, on or after June 28, 2008 are restated below:

          (a) Vesting Service and Age Credit. During the period of time during which his participation is frozen, a Frozen Participant shall continue to be awarded Vesting Service and age credit for vesting purposes under Article III and satisfaction of the Early Payment Criteria under Section 4.5(b).

          (b) Benefit Service. A Frozen Participant’s service after the date his participation is frozen shall not count as Benefit Service.

          (c) Ten-Year Final Average Compensation. A Frozen Participant’s Ten-Year Final Average Compensation shall be determined as of the date his participation is frozen and frozen as of such date.

          (d) MIP Participation. Frozen Participation shall not count as MIP Participation, except during periods in which such Frozen Participant is a MIP participant.

          (e) Offset Amount. No special rule applies to a Frozen Participant’s Offset Amount. The Participant’s Offset Amount is determined as though his participation had never been frozen.

     5.3 Frozen Participation Deemed Active Participation. Notwithstanding anything to the contrary contained in Section 5.4, a Frozen Participant shall be treated as if his participation had never been frozen if (a) he remains a Company employee after his participation is frozen and subsequently becomes eligible to participate in the Plan or (b) his participation is frozen after a Change of Control and he dies or is terminated from the employ of the Company by the then management within four (4) years after that Change of Control.

     5.4 Participation Frozen before June 28, 2008. The provisions of Sections 5.4 and 5.5 shall also apply to a Participant whose participation was frozen before June 28, 2008, except such Frozen Participant’s Vested Accrued Benefit shall be determined using the benefit formula in effect under the Plan as of the date his participation was frozen.

     5.5 Disability before December 16, 2008. The provisions of Sections 5.2(c) and (d) of the Current Plan shall continue to apply to a Participant whose Separation from Service due to Disability (as defined in the Current Plan) occurred on or before December 16, 2008. Notwithstanding the foregoing, if a Participant Separated from Service due to Disability (as defined in the Current Plan) before June 28, 2008, such Participant’s Vested Accrued Benefit shall be determined using the benefit formula in effect under the Plan as of the date of his Separation from Service due to Disability (as defined in the Current Plan).

17

ARTICLE VI

DEATH BENEFIT

     6.1 Definitions. The following definitions are used in this Article VI:

          (a) Vested Separated Participant. “Vested Separated Participant” means a Participant entitled to a deferred Vested Accrued Benefit commencing under the payment criteria under Section 4.5(a) and whose Benefit Commencement Date has not occurred.

          (b) Retired Participant. “Retired Participant” means a Participant (1) whose Benefit Commencement Date has occurred but who has not yet received his first benefit payment or (2) who is receiving benefit payments.

     6.2 Death of Active Participant prior to Age 55. If an Active Participant dies prior to attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled to receive a death benefit as described below:

          (a) Amount of Death Benefit. The amount of each installment of the annual death benefit shall equal 25% of the Participant’s Three-Year Final Average Compensation, determined as follows:

               (i) “Three-Year Final Average Compensation” means the annual average of the Participant’s Death Benefit Eligible Earnings for the three (3) Plan Years (excluding those Plan Years in which the Participant does not have any Eligible Earnings) ending immediately before or coincident with the Participant’s date of death. Unless otherwise provided herein, the Plan Year in which the Participant was originally hired shall be disregarded if he was hired after the first business day of such Plan Year. Similarly, the Plan Year in which death occurs shall be disregarded if death occurs before the last business day of such Plan Year. If the Participant does not have three (3) Plan Years of Death Benefit Eligible Earnings, the Participant’s Three-Year Final Average Compensation shall be based on the annual average of Death Benefit Eligible Earnings for the available Plan Years ending immediately before or coincident with the Participant’s date of death. If all Plan Years have been excluded (i.e. there are no “available” Plan Years), Three-Year Final Average Compensation shall mean the Participant’s Death Benefit Eligible Earnings in the Plan Year in which he was originally hired.

               (ii) “Death Benefit Eligible Earnings” shall have the same meaning as “Eligible Earnings” (as defined in Section 4.1(a)); provided, however, the salary component of Eligible Earnings shall mean the annual rate of the Participant’s base salary as of his last day of employment during the applicable Plan Year, and the cap on the MIP Bonus shall not apply.

          (b) Duration of Death Benefit. The above death benefit will be payable annually to the Beneficiary for a period of ten (10) years certain, with the first installment commencing on the first day of the month

18

coincident with or next following the Participant’s death, and with each of the nine (9) remaining installments payable on the annual anniversaries of the date of such first payment.

          (c) Participation under this Plan and the Program. In the event that an Active Participant also participates in the Program at the time of his death, the Participant shall be entitled to a death benefit from this Plan, and not the Program.

     6.3 Death of Active Participant after Age 55. If an Active Participant dies after attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death. Such monthly annuity shall be Actuarially Equivalent to the single sum value of the death benefit determined as follows:

          (a) Combined Value of Death Benefit under this Plan and the Program.

               (i) If such Participant, as of his date of death, is at least age sixty-five (65) or satisfies the Early Payment Criteria under Section 4.5(b), the single-sum value of the death benefit payable under this Plan and the Program shall equal the greater of the Actuarially Equivalent single-sum value of (A) the death benefit that would be payable under Section 6.2 if the age condition did not apply or (B) the sum of (x) the Retirement Benefit that would have been payable to the Participant as an Annuity under Article IV assuming the Participant retired on his date of death and (y) in the case of an Active Participant who also participates in the Program, the Retirement Benefit (as defined in the Program) that would have been payable to the Participant as an Annuity pursuant to Section 4.4 of the Program assuming the Participant had retired on his date of death (taking into account any applicable reductions set forth under Section 4.4 of the Program).

               (ii) If such Participant does not satisfy the conditions in 6.3(a)(i) above, the combined single-sum value of the death benefit payable under this Plan and the Program shall equal the greater of the Actuarially Equivalent single-sum value of (A) the death benefit that would be payable under Section 6.2 if the age condition did not apply or (B) the sum of (x) the hypothetical immediate Annuity equal to (i) the deferred Annuity that would have been payable to the Participant under Article IV as of the applicable Benefit Commencement Date under Section 4.5(a) assuming the Participant had retired on his date of death, reduced by (ii) five-ninths (5/9ths) of one percent (1%) for each full calendar month by which the first payment of the death benefit precedes such Benefit Commencement Date and (y) in the case of an Active Participant who also participates in the Program, the Retirement Benefit (as defined in the Program) that would have been payable to the Participant as an Annuity pursuant to Section 4.4 of the Program assuming the Participant had retired on his date of death (taking into account any applicable reductions set forth in Section 4.4 of the Program).

     (b) Allocation of Death Benefit between this Plan and the Program. If an Active Participant also participates in the Program at the time of his death and the resulting death benefit is determined pursuant to either Section 6.3(a)(i)(A) or 6.3(a)(ii)(A) above, the value of such death benefit shall be paid under this Plan and no

19

additional benefit shall be paid under the Program. Otherwise, the value of the death benefit determined pursuant to either Section 6.3(a)(i)(B)(x) or 6.3(a)(ii)(B)(x), as applicable, shall be paid under this Plan and the value of the death benefit determined pursuant to either Section 6.3(a)(i)(B)(y) or 6.3(a)(ii)(B)(y), as applicable, shall be paid under the Program.

     6.4 Death after a Change of Control that Occurs while an Active Participant . If a Participant is (a) an Active Participant when a Change of Control occurs, (b) continues as an Active Participant or becomes a Vested Separated Participant and (c) dies within four (4) years of such Change of Control, a death benefit shall be payable to such Participant’s Beneficiary. The death benefit shall be determined under either Section 6.2 or 6.3, as applicable, based on such Active or Vested Separated Participant’s age as of his date of death and modified as follows:

          (a) Three-Year Final Average Compensation under Section 6.2 shall be determined as of the Active Participant’s date of death or Vested Separated Participant’s date of Retirement or Vested Separation.

          (b) The Determination Date of the Article IV Retirement Benefit under Section 6.3 shall be the Active Participant’s date of death or Vested Separated Participant’s date of Retirement or Vested Separation.

          (c) Satisfaction of the Early Payment Criteria shall be determined as of the Active Participant’s date of death or Vested Separated Participant’s date of Retirement or Vested Separation.

     6.5 Death of Frozen Participant. If a Frozen Participant dies while in the employ of Sysco or a Subsidiary prior to attaining age fifty-five (55), such Frozen Participant’s spouse or other Beneficiary shall not be entitled to a death benefit under this Plan. If a Frozen Participant dies while in the employ of Sysco or a Subsidiary on or after attaining age fifty-five (55) and such Frozen Participant has a Vested Accrued Benefit, such Frozen Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Frozen Participant’s death. Such monthly annuity shall be Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical Retirement Benefit on his date of death, determined as follows:

          (a) If the Participant satisfied the Early Payment Criteria on his date of death, the amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his date of death, adjusted, as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.6.

          (b) If the Participant did not meet the requirements of Section 6.5(a), the amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his date of death, reduced, for the period by which the first payment of the death benefit precedes the date the Participant would have attained age sixty-five (65), by 5/9ths of one percent (1%) for each full calendar month by which the first payment of the

20

death benefit precedes the month in which the Participant would have attained age sixty-five (65), adjusted, as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.6.

          (c) For purposes of determining the amount of the survivor’s benefit under this Section 6.5, if a Participant’s Retirement Benefit would have been paid in the form of a Joint and Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of the conversion to a Joint and Survivor Annuity.

     6.6 Death of Vested Separated Participant. Upon the death of a Vested Separated Participant who was not a Frozen Participant as of his date of Retirement or Vested Separation, such Participant’s Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death. Subject to Section 6.4, such monthly annuity shall be Actuarially Equivalent to the single-sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical retirement benefit on his date of death. The amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his Retirement or Vested Separation date, reduced, for the period by which the first payment of the death benefit precedes the first day of the month on or after date the Participant would have attained age sixty-five (65), by 5/9ths of one percent (1%) for each of the first one hundred twenty (120) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence), adjusted as applicable, to take into account the form of such Participant’s Retirement Benefit under Section 4.6. For purposes of determining the amount of the survivor’s benefit under this Section 6.6, if a Participant’s Retirement Benefit would have been paid in the form of a Joint and Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of the conversion to the Joint and Survivor Annuity.

     6.7 Death of Retired Participant before or after Commencement of Benefits. If a Retired Participant (a) dies before benefit payments begin and was not a Frozen Participant at Retirement or (b) dies after benefit payments begin, any death benefit that may be payable is a function of the form of payment applicable to such Retired Participant (Joint and Survivor Annuity or Annuity as provided under Section 4.6), as described below:

          (a) Joint and Survivor Annuity.

               (i) Death of Participant or Spouse during Ten (10) Year Certain Period. If either the Participant or his spouse (but not both) dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the survivor for the balance of the ten (10) year certain period and then two-thirds (2/3) of that amount shall be paid to the survivor for life.

               (ii) Death of Both Participant and Spouse during Ten (10) Year Certain Period. If both the Participant and his spouse die before the first benefit payment or during the ten (10) year certain period

21

following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

               (iii) Cessation of Benefits. No further benefits are payable after the later of (a) the deaths of the Participant and his spouse or (b) the end of the ten (10) year certain period.

               (iv) Spouse. For purposes of this Section 6.7(a), “spouse” refers to the Participant’s spouse whose birth date was used in the calculation of the Joint and Survivor Annuity, even if the Participant is married to a different individual at the time of the Participant’s death.

          (b) Annuity.

               (i) Death of Participant during Ten (10) Year Certain Period. If the Participant dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

               (ii) Cessation of Benefits. No further benefits are payable after the later of (a) the death of the Participant or (b) the end of the ten (10) year certain period.

     6.8 Administrative Delay. Death benefits shall commence as of the date set forth in this Article VI or the first day of the month as soon as administratively practicable thereafter but in any event within ninety (90) days of the Participant’s death. The aggregate amount of any such delayed payments, without interest on such delayed payments, shall be paid to the Beneficiary on such delayed commencement date.

     6.9 Beneficiary Designation for Ten (10) Year Certain Period. A Beneficiary designation shall be effective upon receipt by the Committee of a properly executed form which the Committee has approved for that purpose, and shall remain in force until revoked or changed by the Participant. The Participant may, from time to time, revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Committee.

          (a) Upon entering the Plan, each Participant shall file with the Committee a designation of one or more Beneficiaries to whom the death benefit provided by Sections 6.2, 6.3, 6.4, 6.5 and 6.6 shall be payable. Any Beneficiary designation by a married Participant who designates any person or entity other than the Participant’s spouse shall be ineffective unless the Participant’s spouse has indicated consent by completing and signing the applicable spousal consent section of the approved beneficiary designation form.

          (b) Upon Retirement and prior to commencement of benefits under Article IV, the Participant shall designate one or more Beneficiaries to receive the remaining period certain payments, which designation shall be made and modified in accordance with the procedures set forth in this Section 6.9. If the Participant does not designate one or more Beneficiaries to receive the remaining period certain payments, the

22

Beneficiaries designated by the Participant upon entering the Plan shall be the Participant’s Beneficiaries for purposes of the remaining period certain payments. A spouse of a Participant may not change the Beneficiaries designated by the Participant, including the Beneficiaries to whom the remaining period certain payments may be paid. Notwithstanding the preceding sentences of this section 6.9 (b), in the case of a Joint and Survivor Annuity, a Beneficiary designation shall have no effect unless the Participant and the Participant’s spouse both die during the ten (10) year certain period and (b) if the Participant dies during the ten (10) year certain period and the Beneficiaries designated by the Participant have predeceased the Participant or otherwise ceased to exist, the Participant’s surviving spouse who is receiving the survivor benefit under the Joint and Survivor Annuity may designate the Beneficiaries to receive any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.

          (c) If there is no valid Beneficiary designation on file with the Committee at the time of the Participant’s death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise the Participant’s estate. A Beneficiary who is an individual shall be deemed to have predeceased the Participant if the Beneficiary dies within thirty (30) days of the date of the Participant’s death. If any Beneficiary survives the Participant but dies or, in the case of an entity, otherwise ceases to exist, before receiving all payments due under this Article VI, the balance of the payments that would have been paid to that Beneficiary shall, unless the Participant’s designation provides otherwise, be distributed to the deceased individual Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the Participant’s estate.

          (d) To the extent applicable, if a Participant does not have a Beneficiary designation under this Plan, but does have a Beneficiary designation under the Program, the Beneficiary designation under the Program shall apply to this Plan, unless the Participant makes a new Beneficiary designation under this Plan pursuant to the terms and conditions described above.

23

ARTICLE VII

PROVISIONS RELATING TO ALL BENEFITS

     7.1 Effect of this Article. The provisions of this Article shall control over all other provisions of the Plan (including the Program).

     7.2 Termination of Employment. A Participant’s termination of employment for any reason prior to the Participant’s vesting under Article III shall cause the Participant and all his Beneficiaries to forfeit all interests in and under this Plan, other than any benefit payable to such Participant’s Beneficiaries under Article VI.

     7.3 Forfeiture for Cause.

          (a) Forfeiture on Account of Discharge. If the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and a former Participant, that the Participant was discharged by Sysco or a Subsidiary for: (i) fraud, (ii) embezzlement, (iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his employment by Sysco or a Subsidiary which damaged Sysco or a Subsidiary, or (vi) disclosing trade secrets of Sysco or a Subsidiary ((i) through (vi) individually and collectively referred to as a “For Cause Event”), the entire Vested Accrued Benefit of the Participant and/or his Beneficiaries shall be forfeited.

          (b) Forfeiture after Commencement of Benefits. If the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the former Participant, that a former Participant who has begun receiving benefits under this Plan engaged in a For Cause Event during his employment with Sysco or a Subsidiary (even though the Participant was not discharged from Sysco or the Subsidiary for such a For Cause Event), the former Participant’s and/or Beneficiaries remaining benefit payments under the Plan (including the Program) shall be forfeited.

          (c) Committee Discretion. The decision of the Committee as to the existence of a For Cause Event shall be final. No decision of the Committee shall affect the finality of the discharge of the Participant by Sysco or the Subsidiary in any manner.

          (d) Special Rule for Change of Control. Notwithstanding the above, the forfeitures created by Sections 7.3(a) and 7.3(b) above shall not apply to a Participant or former Participant who: (i) is discharged during the Plan Year in which a Change of Control occurs, or during the next three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the “Change of Control Period”) or (ii) during the Change of Control Period is determined by the Committee to have engaged in a For Cause Event, unless an arbitrator selected to review the Committee’s findings agrees with the Committee’s determination to apply the forfeiture. The arbitration shall be governed by the provisions of Section 7.6(e) below.

24

     7.4 Forfeiture for Competition. If, at the time a distribution is being made or is to be made to a Participant, the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the Participant, that the Participant has engaged in any of the conduct set forth in this Section 7.4, the entire benefit remaining to be paid to the Participant and/or his Beneficiaries shall be forfeited, even though it may have been previously vested under any portion of this Plan; provided, however, that this Section 7.4 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary occurs during a Change of Control Period. A forfeiture shall occur if, at any time after his termination of employment from Sysco or a Subsidiary and while any remaining benefit is to be paid to the Participant and/or his Beneficiaries under this Plan, and without written consent of Sysco’s Chief Executive Officer or General Counsel, the Participant:

          (a) either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a business which competes with any aspect of the business of Sysco or a Subsidiary by which he was formerly employed (as the scope of Sysco’s or such Subsidiary’s business is defined as of the date of Participant’s termination of employment) in a trade area served by Sysco or the Subsidiary and in which the Participant directly or indirectly represented Sysco or the Subsidiary while employed by it; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

          (b) either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a customer or supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or a Subsidiary by which he was formerly employed; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

          (c) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets, solicits or sells to any actual or prospective customer of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

          (d) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets to, solicits or buys from any supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

          (e) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly solicits, offers employment to, hires or otherwise enters into a consulting relationship with any employee of Sysco or any Subsidiary;

25

          (f) either (i) fails to return to Sysco or the Subsidiary by which he was formerly employed, within ten (10) days of any request issued to the Participant, any and all trade secrets or confidential information or any portion thereof and all materials relating thereto in his possession, or (ii) fails to hold in confidence or reproduces, distributes, transmits, reverse engineers, decompiles, disassembles, or transfers, directly or indirectly, in any form, by any means, or for any purpose, any Sysco or Subsidiary trade secrets or confidential information or any portion thereof or any materials relating thereto; or

          (g) makes any disparaging comments or accusations detrimental to the reputation, business, or business relationships of Sysco (as reasonably determined by Sysco or a Subsidiary), and the Participant fails to retract such comments or accusations within sixty (60) days after written notice demanding such retraction has been provided to him by or on behalf of Sysco or the Subsidiary.

     7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments. In the event that any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the regulations thereunder) of Sysco would not be deductible, whether in whole or in part, by the Company or any Affiliate, as a result of Section 280G of the Code, the benefits payable under the Program shall first be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code, or the benefits payable under the Program have been reduced to zero. If any further reduction is necessary the benefits payable under this Plan shall then be reduced, as provided herein, and then, if necessary, the benefits payable under the EDCP shall be reduced under the terms of that plan. The reduction in benefits payable under this Plan, if any, shall be determined by reducing the Vested Percentage of the Participant’s Vested Accrued Benefit. In determining the amount of the reduction, if any, under this Plan: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Plan shall be taken into account, (b) no portion of the Total Payments which tax counsel, selected by the Company’s independent auditors and reasonably acceptable to the Participant, determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code shall be taken into account, (c) no portion of the Total Payments which tax counsel, selected by the Company’s independent auditors and reasonably acceptable to the Participant, determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4) of the Code shall be taken into account, and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’s independent auditors in accordance with Sections 280G(d)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation and Stock Option Committee of the Board of Directors, may, within its sole discretion and pursuant to an agreement approved by the Compensation and Stock Option Committee, waive application of this Section 7.5, when it determines that specific situations warrant such action.

     7.6 Claims Procedure. Any person who believes that he or she is being denied a benefit to which he or she is entitled under the Plan (including the Program) (referred to hereinafter as a “Claimant”) must file a written request for such benefit with the Committee; provided, however, that any claim involving entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control shall be governed by mandatory

26

arbitration under Section 7.6(e). Such written request must set forth the Claimant’s claim and must be addressed to the Committee at the Company’s principal office.

          (a) Initial Claims Decision. The Committee shall generally provide written notice to the Claimant of its decision within ninety (90) days (or forty-five (45) days for a disability-based claim) after the claim is filed with the Committee; provided, however, that the Committee may have up to an additional ninety (90) days (or up to two (2) thirty (30) day periods for a disability-based claim), to decide the claim, if the Committee determines that special circumstances require an extension of time to decide the claim, and the Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim.

          (b) Appeals. A Claimant may appeal the Committee’s decision by submitting a written request for review to the Committee within sixty (60) days (or 180 days for a disability-based claim) after the earlier of receiving the denial notice or after expiration of the initial review period. Such written request must be addressed to the Committee at the Company’s principal office. In connection with such request, the Claimant (and his or her authorized representative, if any) may review any pertinent documents upon which the denial was based and may submit issues and comments in writing for consideration by the Committee. If the Claimant’s request for review is not received within the earlier of sixty (60) days (or 180 days for a disability-based claim) after receipt of the denial or after expiration of the initial review period, the denial shall be final, and the Claimant shall be barred and estopped from challenging the Committee’s determination.

          (c) Decision Following Appeal. The Committee shall generally make its decision on the Claimant’s appeal in writing within sixty (60) days (or forty-five (45) days for a disability-based claim) following its receipt of the Claimant’s request for appeal; provided, however, that the Committee may have up to an additional sixty (60) days (or forty-five (45) days for a disability-based claim) to decide the claim, if the Committee determines that special circumstances require an extension of time to decide the claim and the Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim. The Committee shall notify the Claimant of its decision on the Claimant’s appeal in writing, regardless of whether the decision is adverse.

          (d) Decisions Final; Procedures Mandatory. A decision on appeal by the Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 7.6 shall be a precondition to commencement of mandatory and binding arbitration set forth in Section 7.6(e) below. Notwithstanding the preceding sentence, the Committee may, in its sole discretion, waive the procedures described in Sections 7.6(a) through 7.6(c) as a precondition to mandatory and binding arbitration set forth in Section 7.6(e) below.

          (e) Mandatory and Binding Arbitration. Any dispute that in any way relates to this Plan (including the Program), including, without limitation, any benefit allegedly due under this Plan (including the Program) or that is the subject of any forfeiture decision under this Plan (including the Program), shall be submitted to mandatory and binding arbitration before the American Arbitration Association (“AAA”), in accordance with the Employee Benefit Plan Claims Arbitration Rules established by the AAA, at the sole and exclusive jurisdiction of the AAA’s regional office for the State of Delaware. The arbitrator shall be selected by permitting the Company and the Participant to strike one name each from a panel of three names obtained from the AAA from its panel of Employee Benefit Plan Claims Arbitrators. The person whose name is remaining shall be the arbitrator. The arbitrator shall determine the extent of discovery, if any, that is needed to resolve the dispute after hearing the positions of each party regarding the need for discovery. The arbitrator shall be bound to apply the laws of the State of Delaware to resolve any dispute without regard for any conflict of law principles, as each Participant acknowledges that the Company is organized under the laws of the State of Delaware. The decision of the arbitrator shall be final and binding on both parties.

27

ARTICLE VIII

ADMINISTRATION

     8.1 Committee Appointment. The Committee shall be appointed by the Board of Directors or its designee. Each Committee member shall serve until his or her resignation or removal. The Board of Directors, or its designee, shall have the sole discretion to remove any one or more Committee members and appoint one or more replacement or additional Committee members from time to time.

     8.2 Committee Organization and Voting. The organizational structure and voting responsibilities of the Committee shall be as set forth in the bylaws of the Committee.

     8.3 Powers of the Committee. The Committee shall have the exclusive responsibility for the general administration of this Plan (including the Program) according to the terms and provisions of this Plan (including the Program) and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

          (a) to make rules and regulations for the administration of this Plan (including the Program);

          (b) to construe all terms, provisions, conditions and limitations of this Plan (including the Program);

          (c) to correct any defect, supply any omission or reconcile any inconsistency that may appear in this Plan (including the Program) in the manner and to the extent it deems expedient to carry this Plan (including the Program) into effect for the greatest benefit of all parties at interest;

          (d) subject to Section 7.3(c), to resolve all controversies relating to the administration of this Plan (including the Program), including but not limited to:

               (i) differences of opinion arising between the Company and a Participant in accordance with Sections 7.6(a) through 7.6(c), except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control, in which event, such difference of opinion shall be decided by mandatory and binding arbitration under Section 7.6(e); and

               (ii) any question it deems advisable to determine in order to promote the uniform administration of this Plan (including the Program) for the benefit of all parties at interest; and

     (e) to delegate by written notice any plan administration duties of the Committee to such individual members of the Committee, individual employees of the Company, or groups of employees of the Company, as the Committee determines to be necessary or advisable to properly administer the Plan (including the Program).

     8.4 Committee Discretion. The Committee has the sole power and authority to administer this Plan (including the Program), and any decision made by, or action taken by, the Committee in good faith shall be final and binding on all parties, subject to the provisions of Sections 7.6(a) through 7.6(c). Notwithstanding the foregoing, Committee decisions or actions during a Change of Control Period are subject to mandatory and binding arbitration pursuant to Section 7.6(e).

     8.5 Reimbursement of Expenses. The Committee shall serve without compensation for their services but shall be reimbursed by Sysco for all expenses properly and actually incurred in the performance of their duties under this Plan (including the Program).

     8.6 Indemnification. To the extent permitted by law, members of the Board of Directors, members of the Committee, employees of the Company, and all agents and representatives of the Company shall be indemnified by the Company, and saved harmless against any claims resulting from any action or conduct relating to the administration of the Plan (including the Program), except claims arising from gross negligence, willful neglect or willful misconduct.

28

ARTICLE IX

ADOPTION BY SUBSIDIARIES

     9.1 Procedure for and Status after Adoption. Any Subsidiary may, with the approval of the Committee, adopt this Plan by appropriate action of its board of directors. The terms of this Plan shall apply separately to each Subsidiary adopting this Plan and its Participants in the same manner as is expressly provided for Sysco and its Participants except that the powers of the Board of Directors and the Committee under this Plan shall be exercised by the Board of Directors of Sysco or the Committee, as applicable. Sysco and each Subsidiary adopting this Plan shall bear the cost of providing Plan benefits for its own Participants. Sysco shall initially pay the costs of the Plan each Plan Year. However, each adopting Subsidiary shall then be billed back for the actuarially determined costs pertaining to it in accordance with the appropriate Financial Accounting Standards Board pronouncements. It is intended that the obligation of Sysco and each Subsidiary with respect to its Participants shall be the sole obligation of the Company that is employing the Participant and shall not bind any other Company.

     9.2 Termination of Participation by Adopting Subsidiary. Any Subsidiary adopting this Plan may, by appropriate action of its board of directors, terminate its participation in this Plan. The Committee may, in its discretion, also terminate a Subsidiary’s participation in this Plan at any time. The termination of the participation in this Plan by a Subsidiary shall not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to benefits previously accrued by the Participant under this Plan without his consent.

29

ARTICLE X

AMENDMENT AND/OR TERMINATION

     10.1 Amendment or Termination of the Plan. The Board of Directors, the Committee, or their designees, may amend this Plan (including the Program) at any time by an instrument in writing without the consent of any adopting Company; provided, however, that authority to terminate this Plan (including the Program) or to make any amendment to this Plan (including the Program) that would have a significant financial statement or benefit impact on the Company shall be reserved to the Board of Directors or its designee. Notwithstanding the foregoing, in no event shall the Board of Directors have the authority to terminate this Plan (including the Program) during the two (2) years following a Change of Control.

     10.2 No Retroactive Effect on Awarded Benefits.

          (a) General Rule. Absent a Participant’s prior consent, no amendment shall affect the rights of such Participant to his Vested Accrued Benefit as of the date of such amendment (“Minimum Vested Accrued Benefit”) or shall change such Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred.

          (b) Determination of Minimum Vested Accrued Benefit. For purposes of calculating a Participant’s Minimum Vested Accrued Benefit as of the date of an amendment:

               (i) The Determination Date for the elements in the benefit formulas under Section 4.3 shall be the effective date of the amendment with the exception of the Vested Percentage and Benefit Limit, both of which shall be determined as of the date of the distribution event.

               (ii) On and after the effective date of such amendment, for purposes of vesting under Article III and the Early Payment Criteria under Section 4.5(b), a Participant shall continue to be awarded (1) Vesting Service and age credit until such Participant’s termination of employment with Sysco and its Subsidiaries and (2) years of MIP Participation until such Participant is no longer a MIP participant.

          (c) Benefits on or after the Amendment. Notwithstanding the provisions of this Section 10.2, the Board of Directors retains the right at any time (1) to change in any manner or to discontinue the death benefit provided in Article VI, except for a period of four (4) years after a Change of Control for those persons who at that time were covered by the death benefit, and (2) to change in any manner the benefit under Article IV, provided such benefit is not less than the minimum benefit under Section 10.2(b).

     10.3 Effect of Termination. Upon termination of the Plan, the following provisions shall apply:

          (a) With respect to benefits that become payable as a result of a distribution event on or after the effective date of the Plan’s termination, a Participant’s: (i) Ten-Year Final Average Compensation shall be determined as of the earlier of the Calculation Date as specified in Section 4.1(b) or the date of the Plan’s termination, (ii) Benefit

30

Service shall cease as of the earlier of the date specified in Section 4.1(d) or the date of the Plan’s termination and (iii) Three-Year Final Average Compensation under Article VI shall be determined as of the earlier of the date specified under Section 6.2(a)(i) or the date of the Plan’s termination.

          (b) The Board of Directors or its designee may, in its sole discretion, authorize distributions to Participants as a result of the Plan’s termination, provided that:

               (i) All deferred compensation arrangements sponsored by the Company that would be aggregated with this Plan (which may include the Program) under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in such arrangements are terminated;

               (ii) No distributions other than distributions that would be payable under the terms of this Plan if the termination had not occurred are made within twelve (12) months of the termination of this Plan;

               (iii) All distributions of benefits to be provided hereunder are paid within twenty-four (24) months of the termination of this Plan; and

               (iv) The Company does not adopt a new deferred compensation arrangement at any time within three (3) years following the date of the termination of the Plan that would be aggregated with this Plan under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in this Plan and the new arrangement.

          (c) Except as otherwise provided in Section 10.3(a) and 10.3(b), on and after the effective date of the Plan’s termination, (i) the Plan shall continue to be administered as it was prior to the Plan’s termination, (ii) all retirement benefits accrued prior to the date of termination shall be payable only under the conditions, at the time, and in the form then provided in this Plan, (iii) no Participant shall be entitled to Plan benefits solely as a result of the Plan’s termination in accordance with the provisions of this Article X, and (iv) the forfeiture provisions of Sections 7.3 and 7.4, and the restrictions set forth in Section 7.5 shall continue in effect.

31

ARTICLE XI

FUNDING

     11.1 Payments Under This Plan are the Obligation of the Company. The Company last employing a Participant shall pay the benefits due the Participants under this Plan (including the Program); however, should it fail to do so when a benefit is due, then, except as provided in Section 11.5 the benefit shall be paid by the trustee of that certain trust agreement by and between the Company and JPMorgan Chase Bank, with respect to the funding of this Plan (including the Program). In any event, if the trust fails to pay for any reason, the Company still remains liable for the payment of all benefits provided by this Plan (including the Program).

     11.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust. It is specifically recognized by both the Company and the Participants that the Company may, but is not required to, purchase life insurance so as to accumulate assets to fund the obligations of the Company under this Plan (including the Program), and that the Company may, but is not required to contribute any policy or policies it may purchase and any amount it finds desirable to a trust established to accumulate assets sufficient to fund the obligations of all of the Companies under this Plan (including the Program). However, under all circumstances, the Participants shall have no rights to any of those policies; and, likewise, under all circumstances, the rights of the Participants to the assets held in the trust shall be no greater than the rights expressed in this Plan (including the Program) and the trust agreement. Nothing contained in the trust agreement which creates the funding trust shall constitute a guarantee by any Company that assets of the Company transferred to the trust shall be sufficient to pay any benefits under this Plan (including the Program) or would place the Participant in a secured position ahead of general creditors should the Company become insolvent or bankrupt. Any trust agreement prepared to fund the Company’s obligations under this Plan (including the Program) must specifically set out these principles so it is clear in that trust agreement that the Participants in this Plan (including the Program) are only unsecured general creditors of the Company in relation to their benefits under this Plan (including the Program).

     11.3 Reversion of Excess Assets. Any Company may, at any time, request the actuary, who last performed the annual actuarial valuation of the Pension Plan, to determine the present value of the Vested Accrued Benefit assuming the Vested Accrued Benefit to be fully vested (whether it is or not), as of the end of this Plan (including the Program) Year coincident with or last preceding the request, of all Participants and Beneficiaries of deceased Participants for which all Companies are or will be obligated to make payments under this Plan (including the Program). If the fair market value of the assets held in the trust, as determined by the Trustee as of that same date, exceeds the total of the Vested Accrued Benefits of all Participants and Beneficiaries under this Plan (including the Program) by 25%, any Company may direct the trustee to return to such Company its proportionate part of the assets which are in excess of 125% of the Vested Accrued Benefits under this Plan (including the Program). Each Company’s share of the excess assets shall be the Participants’ present value of the Vested Accrued Benefit earned while in the employ of that Company as compared to the total of the present value of the Vested Accrued Benefits earned by all Participants under this Plan (including the Program) times the excess assets. For this purpose, the present value of the Vested Accrued Benefits under this Plan (including the Program) shall be calculated using the data for the preceding Plan Year brought forward using the assumptions used to determine the actuarially determined costs according to the appropriate Financial Accounting Standards Board pronouncements. If there has been a Change of Control, to determine excess assets, all contributions made prior to the Change of Control shall be subtracted from the fair market value of the assets held in the trust as of the determination date but before the determination is made.

     11.4 Participants Must Rely Only on General Credit of the Company. The Company and the Participants recognize that this Plan (including the Program) is only a general corporate commitment, and that each Participant is merely an unsecured general creditor of the Company with respect to any of the Company’s obligations under this Plan (including the Program), even if the Company, pursuant to Section 11.1, establishes a rabbi trust to fund all or a part of its obligations under this Plan (including the Program).

     11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited. No Company employing a Participant whose income is subject to the Canadian tax laws shall be permitted to fund its obligation to that person through any rabbi trust, fund, sinking fund, or other financial vehicle even though under applicable law the assets held to fund the obligation are still subject to the general creditors of the Company.

32

ARTICLE XII

MISCELLANEOUS

     12.1 Responsibility for Distributions and Withholding of Taxes. The Committee shall furnish information, to the Company last employing the Participant, concerning the amount and form of distribution to any Participant entitled to a distribution so that the Company may make or cause the Rabbi Trust to make the distribution required. The Committee shall also calculate the deductions from the amount of the benefit paid under this Plan (including the Program) for any taxes required to be withheld by federal, state, local, or foreign government and shall cause them to be withheld.

     12.2 Limitation of Rights. Nothing in this Plan (including the Program) shall be construed:

          (a) to give a Participant any right with respect to any benefit except in accordance with the terms of this Plan (including the Program);

          (b) to limit in any way the right of Sysco or a Subsidiary to terminate a Participant’s employment;

          (c) to evidence any agreement or understanding, expressed or implied, that Sysco or a Subsidiary shall employ a Participant in any particular position or for any particular remuneration; or

          (d) to give a Participant or any other person claiming through him any interest or right under this Plan (including the Program) other than that of any unsecured general creditor of the Company.

     12.3 Benefits Dependent upon Compliance with Certain Covenants. The benefits provided to a Participant under this Plan by the Company are dependent upon the Participant’s full compliance with the covenants set forth in Section 7.4.

     12.4 Distributions to Incompetents or Minors. Should a Participant become incompetent or should a Participant designate a Beneficiary who is a minor or incompetent, the Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor or incompetent in any manner the Committee determines in its sole discretion.

     12.5 Nonalienation of Benefits. No right or benefit provided under this Plan (including the Program) is subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge by the Participant, except upon his death to a named Beneficiary as provided in this Plan (including the Program). If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under this Plan (including the Program), that right or benefit shall, in the discretion of the Committee, be forfeited. In that event, the Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any

33

of them in any manner and in any proportion the Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

     12.6 Reliance upon Information. The Committee shall not be liable for any decision or action taken in good faith in connection with the administration of this Plan (including the Program). Without limiting the generality of the foregoing, any decision or action taken by the Committee when it relies upon information supplied it by any officer of the Company, the Company’s legal counsel, the Company’s actuary, the Company’s independent accountants or other advisors in connection with the administration of this Plan (including the Program) shall be deemed to have been taken in good faith.

     12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise. No benefit which has accrued to any Participant who has died, retired, become disabled or separated or who is a Frozen Participant prior to the execution of an amendment shall be changed in amount or subject to any adjustment provided in that amendment unless the amendment specifically provides that it shall apply to those persons and it does not have the effect of reducing those persons Vested Accrued Benefit as then fixed without their consent.

     12.8 Severability. If any term, provision, covenant or condition of this Plan (including the Program) is held to be invalid, void or otherwise unenforceable, the rest of this Plan (including the Program) shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

     12.9 Notice. Any notice or filing required or permitted to be given to the Committee or a Participant shall be sufficient if in writing and hand delivered or sent by U.S. mail to the principal office of the Company or to the residential mailing address of the Participant. Notice shall be deemed to be given as of the date of hand delivery or if delivery is by mail, as of the date shown on the postmark.

     12.10 Gender and Number. If the context requires it, words of one gender when used in this Plan (including the Program) shall include the other genders, and words used in the singular or plural shall include the other.

     12.11 Governing Law. This Plan (including the Program) shall be construed, administered and governed in all respects by the laws of the State of Delaware. Consistent with Section 7.6(e), the Participant and the Company agree that subject to the provisions of Sections 7.6(a) through 7.6(c), the sole and exclusive jurisdiction for any dispute under this Plan (including the Program) shall lie with the AAA’s regional office for the State of Delaware, and the parties hereby waive any jurisdictional or venue-related defense to conducting arbitration at this location.

     12.12 Effective Date. The Supplemental Executive Retirement Plan was originally effective as of July 3, 1988. This Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan is effective as of June 28, 2008.

     12.13 Compliance with Section 409A. This Plan (including the Program) is intended to comply with Section 409A of the Code in both form and operation, and any ambiguities herein shall be interpreted, to the extent possible, in a manner that complies with Section 409A.

34

          IN WITNESS WHEREOF, Sysco has executed this document on this December 16, 2008, effective as of June 28, 2008.

SYSCO CORPORATION
By: Name:	/s/ Michael C. Nichols Michael C. Nichols
Title:	Sr. VP, General Counsel and Secretary

35

APPENDIX I

36

SYSCO CORPORATION

MIP RETIREMENT PROGRAM

Effective June 29, 2008

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		2
ARTICLE II ELIGIBILITY & CONTINUED PARTICIPATION		8
2.1 Initial Eligibility		8
2.2 Frozen Participation		8
2.3 Continued Participation Following Transfer to the Plan		8
2.4 Benefits upon Re-Employment		8
ARTICLE III VESTING		9
3.1 Vesting		9
3.2 Committee Discretion		9
ARTICLE IV ACCRUED BENEFIT & RETIREMENT BENEFIT		10
4.1 Definitions		10
4.2 Accrued Benefit		12
4.3 Vested Accrued Benefit		12
4.4 Retirement Benefit		12
4.5 Form of Payment		12
4.6 Administrative Delay		12
4.7 Delay of Payments under Section 409A of the Code		12
ARTICLE V FROZEN PARTICIPATION		13
5.1 In General		13
5.2 Frozen Participation		13
5.3 Frozen Participation Deemed Active Participation		13
ARTICLE VI DEATH BENEFIT		14
6.1 Definitions		14
6.2 Death of Active Participant Prior to Age 55		14
6.3 Death of Active Participant after Age 55		15
6.4 Death after a Change of Control that Occurs while an Active Participant		15
6.5 Death of Frozen Participant		16
6.6 Death of Vested Terminated Participant		16
6.7 Death of Retired Participant before or after Commencement of Benefits		17
6.8 Administrative Delay		17
6.9 Beneficiary Designation for Ten (10) Year Certain Period		18

i

	Page
ARTICLE VII PROVISIONS RELATING TO ALL BENEFITS		19
7.1 Effect of this Article		19
7.2 Termination of Employment		19
7.3 Forfeiture for Cause		19
7.4 Forfeiture for Competition		20
7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments		21
7.6 Claims Procedure		21
ARTICLE VIII ADMINISTRATION		23
8.1 Committee Appointment		23
8.2 Committee Organization and Voting		23
8.3 Powers of the Committee		23
8.4 Committee Discretion		24
8.5 Reimbursement of Expenses		24
8.6 Indemnification		24
ARTICLE IX ADOPTION BY SUBSIDIARIES		25
9.1 Procedure for and Status after Adoption		25
9.2 Termination of Participation by Adopting Subsidiary		25
ARTICLE X AMENDMENT AND/OR TERMINATION		26
10.1 Amendment or Termination of this Program		26
10.2 No Retroactive Effect on Awarded Benefits		26
10.3 Effect of Termination		26
ARTICLE XI FUNDING		28
11.1 Payments Under This Plan are the Obligation of the Company		28
11.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust		28
11.3 Reversion of Excess Assets		28
11.4 Participants Must Rely Only on General Credit of the Company		29
11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited		29
ARTICLE XII MISCELLANEOUS		30
12.1 Responsibility for Distributions and Withholding of Taxes		30
12.2 Limitation of Rights		30
12.3 Benefits Dependent Upon Compliance with Certain Covenants		30
12.4 Distributions to Incompetents or Minors		30
12.5 Nonalienation of Benefits		30
12.6 Reliance upon Information		31
12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise		31
12.8 Severability		31
12.9 Notice		31
12.10 Gender and Number		31
12.11 Governing Law		31
12.12 Effective Date		31
12.13 Compliance with Section 409A		31

ii

SYSCO CORPORATION
MIP RETIREMENT PROGRAM

     WHEREAS, Sysco Corporation sponsors and maintains the Supplemental Executive Retirement Plan (the “SERP”) to provide certain highly compensated management personnel a supplement to their retirement pay so as to retain their loyalty and to offer a further incentive to them to maintain and increase their standard of performance;

     WHEREAS, effective as of June 28, 2008, Sysco Corporation amended and restated the SERP to, among other things, limit the category of future MIP participants eligible to participate in the SERP in contemplation of the creation of a new non-qualified deferred compensation arrangement for certain employees who become MIP participants after June 28, 2008;

     WHEREAS, Sysco Corporation desires to adopt the Sysco Corporation MIP Retirement Program, a new non-qualified deferred compensation arrangement, to provide certain highly compensated management personnel who become MIP participants after June 28, 2008 a supplement to their retirement pay so as to retain their loyalty and to offer a further incentive to them to maintain and increase their standard of performance.

     NOW, THEREFORE, Sysco Corporation hereby adopts the Sysco Corporation MIP Retirement Program, effective as of June 29, 2008, as follows:

1

ARTICLE I

DEFINITIONS

     1.1 401(k) Plan. “401(k) Plan” means the Sysco Corporation Employees 401(k) Plan, a defined contribution plan qualified under Section 401(a) of the Code, any U.S. tax-qualified defined contribution plan successor thereto and any other such plan sponsored by Sysco or a Subsidiary.

     1.2 Accrued Benefit. “Accrued Benefit” shall have the meaning set forth in Section 4.2 of this Program.

     1.3 Active Participant. “Active Participant” means a Participant in the employ of the Company who is not a Frozen Participant.

     1.4 Actuarial Equivalence or Actuarially Equivalent. “Actuarial Equivalence” shall be determined on the basis of the mortality and interest rate assumptions used in computing annuity benefits under the Pension Plan. If there is no Pension Plan in effect at the time any such determination is made, the actuarial assumptions to be used shall be selected by an actuarial firm chosen by the Committee. Such actuarial firm shall select such actuarial assumptions as would be appropriate for the Pension Plan if the Pension Plan had remained in existence with its last participant census. “Actuarially Equivalent” means equality in value of the aggregate amounts expected to be received under different forms of payment based on the mortality and interest rate assumptions specified for purposes of Actuarial Equivalence.

     1.5 Affiliate. “Affiliate” means any entity with respect to which Sysco beneficially owns, directly or indirectly, at least 50% of the total voting power of the interests of such entity and at least 50% of the total value of the interests of such entity.

     1.6 Annual Compensation Limit. “Annual Compensation Limit” shall have the meaning set forth in Section 4.1(a) of this Program.

     1.7 Annuity. “Annuity” means a monthly annuity for the life of the Participant with a ten (10) year certain period. Except as provided in Section 4.5 of this Program, a Participant’s Vested Accrued Benefit and Retirement Benefit are expressed in the form of an Annuity.

     1.8 Beneficiary. “Beneficiary” means a person or entity designated by the Participant under the terms of this Program to receive any amounts distributed under this Program upon the death of the Participant.

     1.9 Benefit Commencement Date. “Benefit Commencement Date” means the first date the Participant’s benefits are payable under Section 4.1(c) of this Program, without regard to any delay under either Section 4.6 or Section 4.7 of this Program.

2

     1.10 Board of Directors. “Board of Directors” means the Board of Directors of Sysco.

     1.11 Change of Control. “Change of Control” means the occurrence of one or more of the following events:

          (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Act) of 20% or more of either (i) the then-outstanding shares of Sysco common stock (the “Outstanding Sysco Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of Sysco entitled to vote generally in the election of directors (the “Outstanding Sysco Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from Sysco, (2) any acquisition by Sysco, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Sysco or any Affiliate, or (4) any acquisition by any corporation pursuant to a transaction that complies with Sections (c)(i), (c)(ii) and (c)(iii), below;

          (b) Individuals who, as of July 1, 2008, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to July 1, 2008 whose election, or nomination for election by Sysco’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors;

          (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Sysco or any of its Affiliates, a sale or other disposition of all or substantially all of the assets of Sysco, or the acquisition of assets or stock of another entity by Sysco or any of its Affiliates (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns Sysco or all or substantially all of Sysco’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Sysco Common Stock and the Outstanding Sysco Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Sysco or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the

3

corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or

          (d) Approval by the stockholders of Sysco of a complete liquidation or dissolution of Sysco.

     1.12 Change of Control Period. “Change of Control Period” shall have the meaning set forth in Section 7.3(d) of this Program.

     1.13 Code. “Code” means the Internal Revenue Code of 1986, as amended.

     1.14 Committee. “Committee” means the committee administering the Plan (including this Program).

     1.15 Company. “Company” means Sysco and any Subsidiary other than a Non-Participating Subsidiary.

     1.16 Compensation. “Compensation” shall have the meaning set forth in Section 4.1(a) of this Program.

     1.17 Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” shall have the meaning set forth in Section 6.1(a) of this Program.

     1.18 Deferred Retirement Benefit. “Deferred Retirement Benefit” shall have the meaning set forth in Section 4.1(c) of this Program.

     1.19 Determination Date. “Determination Date” means the date as of which a Participant’s Vested Accrued Benefit is calculated. The Determination Date for determining a Participant’s Retirement Benefit under Article IV of this Program shall be the date of the Participant’s Retirement or Vested Separation from Sysco and its Subsidiaries.

     1.20 EDCP. “EDCP” means the Sysco Corporation Executive Deferred Compensation Plan, as it may be amended from time to time, and any successor plan thereto.

     1.21 Eligible Earnings. “Eligible Earnings” shall have the meaning set forth in Section 4.1(b) of this Program.

     1.22 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

4

     1.23 For Cause Event. “For Cause Event” shall have the meaning set forth in Section 7.3(a) of this Program.

     1.24 Frozen Participant. “Frozen Participant” shall have the meaning set forth in Section 2.2 of this Program.

     1.25 Joint and Survivor Annuity. “Joint and Survivor Annuity” means a joint and two-thirds survivor monthly annuity with a ten (10) year certain period that is the Actuarial Equivalent of an Annuity. This annuity is payable during the joint lives of the Participant and his spouse, and a monthly annuity shall continue for the life of the survivor in an amount equal to two-thirds of the monthly amount provided during their joint lives. Notwithstanding the above, during the ten (10) year certain period, there shall be no reduction in the amount of such payment regardless of the death of either or both the Participant and his spouse.

     1.26 Management Incentive Plan or MIP. “Management Incentive Plan” or “MIP” means the Sysco Corporation 2005 Management Incentive Plan, as amended and restated, as it may be amended from time to time, and any successor plan thereto.

     1.27 Minimum Vested Accrued Benefit. “Minimum Vested Accrued Benefit” shall have the meaning set forth in Section 10.2(a) of this Program.

     1.28 Non-Participating Subsidiary. “Non-Participating Subsidiary” means a Subsidiary that has not adopted this Program pursuant to Article IX of this Program.

     1.29 Normal Retirement Date. “Normal Retirement Date” shall have the meaning set forth in Section 4.1(d) of this Program.

     1.30 Participant. “Participant” means an employee of a Company who is eligible for and is participating in this Program and any other current or former employee of Sysco and its Subsidiaries who is entitled to a benefit under this Program. Unless otherwise specified herein, references to a Participant or Participants shall include both Active Participants and Frozen Participants.

     1.31 Pension Plan. “Pension Plan” means the Sysco Corporation Retirement Plan, a defined benefit plan qualified under Section 401(a) of the Code, and any U.S. tax-qualified defined benefit pension plan successor thereto.

     1.32 Plan. “Plan” means the Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time. Unless otherwise specified herein, references herein to the Plan shall refer to the Supplemental Executive Retirement Plan only and not this Program.

5

     1.33 Plan Year. “Plan Year” means the period that coincides with the fiscal year of Sysco. Sysco has a 52/53 week fiscal year beginning on the Sunday next following the Saturday closest to June 30^th of each calendar year.

     1.34 Program. “Program” means this Sysco Corporation MIP Retirement Program, which constitutes Appendix I to the Eighth Amended and Restated Sysco Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time.

     1.35 Retired Participant. “Retired Participant” shall have the meaning set forth in Section 6.1(b) of this Program.

     1.36 Retirement. “Retirement” shall have the meaning set forth in Section 4.1(e) of this Program.

     1.37 Retirement Benefit. “Retirement Benefit” shall have the meaning set forth in Section 4.1(f) of this Program.

     1.38 Section 125 Cafeteria Plan. “Section 125 Cafeteria Plan” means the Sysco Corporation Pretax Premium and Reimbursement Account Plan, a “cafeteria plan” qualified under Section 125 of the Code, any successor plan thereto and any other such plan maintained by Sysco or a Subsidiary.

     1.39 Section 409A. “Section 409A” means Section 409A of the Code and any guidance promulgated thereunder.

     1.40 Securities Act. “Securities Act” means the Securities Exchange Act of 1934, as amended from time to time.

     1.41 Separation from Service. “Separation from Service” means a “separation from service” within the meaning of Section 409A. A Participant shall have experienced a “separation from service” as a result of a termination of employment if the level of bona fide services performed by the Participant for Sysco or a Subsidiary decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by the Participant during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by Section 409A.

     1.42 Specified Employee. “Specified Employee” means a “specified employee” as defined in Section 409A (a)(2)(B)(i) of the Code. By way of clarification, a “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company. A Participant shall be treated as a key employee if he meets the requirements of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code (applied in accordance with the Treasury Regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on an Identification Date (as defined below). If a Participant is a key employee as of an Identification Date, he shall be treated as a Specified Employee for the twelve (12) month period

6

beginning on the first day of the fourth month following such Identification Date. For purposes of any “Specified Employee” determination hereunder, the “Identification Date” shall mean December 31. The Committee may in its discretion amend the Plan to change the Identification Date, provided that any change to the Plan’s Identification Date shall not take effect for at least twelve (12) months after the date of the Plan amendment authorizing such change.

     1.43 Subsidiary. “Subsidiary” means (a) any corporation which is a member of a “controlled group of corporations” which includes Sysco, as defined in Section 414(b) of the Code, (b) any trade or business under “common control” with Sysco, as defined in Section 414(c) of the Code, (c) any organization which is a member of an “affiliated service group” which includes Sysco, as defined in Section 414(m) of the Code, (d) any other entity required to be aggregated with Sysco pursuant to Section 414(o) of the Code, and (e) any other organization or employment location designated as a “Subsidiary” by resolution of the Board of Directors.

     1.44 Sysco. “Sysco” means Sysco Corporation, the sponsor of the Plan (including this Program).

     1.45 Temporary Assignment. “Temporary Assignment” shall have the meaning set forth in Section 2.2 of this Program.

     1.46 Three-Year Final Average Compensation. “Three-Year Final Average Compensation” shall have the meaning set forth in Section 6.1(c) of this Program.

     1.47 Total Payments. “Total Payments” means all payments or benefits received or to be received by a Participant in connection with a “change of control” (within the meaning of Section 280G of the Code) of Sysco under the terms of this Program, the Plan or the EDCP, and in connection with a change of control of Sysco under the terms of any stock option plan or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a change of control or any person affiliated with the Company or who as a result of the completion of transactions causing a change of control become affiliated with the Company within the meaning of Section 1504 of the Code, taken collectively.

     1.48 Vested Accrued Benefit. “Vested Accrued Benefit” shall have the meaning set forth in Section 4.3 of this Program.

     1.49 Vested Percentage. “Vested Percentage” shall mean the Participant’s vested percentage determined in accordance with Article III of this Program.

     1.50 Vested Separated Participant. “Vested Separated Participant” shall have the meaning set forth in Section 6.1(d) of this Program.

     1.51 Vested Separation. “Vested Separation” shall have the meaning set forth in Section 4.1(g) of this Program.

     1.52 Vesting Service. “Vesting Service” means service with Sysco and its Subsidiaries (including pre-acquisition service) for which a Participant is awarded “credited service” under the Pension Plan for vesting purposes or would have been awarded credited service under the Pension Plan for vesting purposes if the Participant were covered under the Pension Plan.

7

ARTICLE II

ELIGIBILITY & CONTINUED PARTICIPATION

     2.1 Initial Eligibility. Those individuals who first become MIP participants after June 28, 2008, and who are not otherwise eligible to participate in the Plan, shall be eligible to participate in this Program; provided however, that an otherwise eligible MIP participant shall not participate in this Program if (a) the Subsidiary employing such Participant is a Non-Participating Subsidiary; and/or (b) either the Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating Officer, in its/his sole discretion, otherwise excludes such MIP participant from participating in this Program. If an otherwise eligible MIP participant was excluded from participation in this Program by reason of clause (b), above, and subsequently becomes a Participant in this Program by action of either the Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating Officer, the period over which such Participant shall accrue benefits and the Participant’s Compensation (as defined in Section 4.1(a)) under this Program for such period, shall be determined in the sole discretion of either the Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating Officer.

     2.2 Frozen Participation. An Active Participant shall have his participation frozen (a “Frozen Participant”) as of the earliest of the date (i) he ceases to be a MIP participant, (ii) he transfers from the Company to a Non-Participating Subsidiary; or (iii) unless otherwise determined by the Committee, his income from Sysco or a Subsidiary becomes subject to foreign tax laws. Notwithstanding the foregoing, if a Participant’s income from Sysco or a Subsidiary becomes subject to Canadian income tax laws as a result of a transfer expected to last less than five (5) years from the date of such transfer (a “Temporary Assignment”), such Participant’s participation in this Program shall not be frozen (regardless of whether or not as a result of such transfer the Participant is employed by a Non-Participating Subsidiary); provided however, such Participant’s participation shall be frozen at such time as the Participant’s transfer becomes permanent (regardless of whether or not the transfer becomes permanent before or after the end of the five (5) year period referenced above). Article V of this Program sets forth special rules that apply to Frozen Participants.

     2.3 Continued Participation Following Transfer to the Plan. If an Active Participant subsequently becomes a participant in the Plan, such Participant shall continue to accrue benefits subject to the terms of this Program.

     2.4 Benefits upon Re-Employment. If a Participant who, as a result of a Separation from Service, is receiving distributions of his Retirement Benefit under this Program and is subsequently re-employed by Sysco or a Subsidiary, the payment of the Participant’s Retirement Benefit shall continue unchanged during his period of re-employment. The re-employed Participant’s status shall remain that of a Retired Participant for all purposes under this Program and such Participant shall accrue no additional benefits following re-employment.

8

ARTICLE III

VESTING

     3.1 Vesting. A Participant, while employed by Sysco or a Subsidiary, shall become 100% vested in his Accrued Benefit on the earliest to occur of:

          (a) the first date that the Participant is at least age fifty-five (55) and has at least ten (10) years of Vesting Service;

          (b) the date that the Participant reaches age sixty-five (65); or

          (c) subject to Section 7.5 of this Program, upon a Change of Control.

     3.2 Committee Discretion. Notwithstanding Section 3.1 above, the Committee, in its sole discretion, may grant a Participant vesting in his Accrued Benefit at any percentage not to exceed 100%.

9

ARTICLE IV

ACCRUED BENEFIT & RETIREMENT BENEFIT

     4.1 Definitions. The following definitions are used in this Article IV:

          (a) Compensation. “Compensation” means the following:

               (i) For a calendar year prior to the calendar year in which a Participant first becomes a MIP participant, the Participant’s “eligible earnings,” as such term is defined in the Pension Plan without regard to the Annual Compensation Limit. For purposes of this Program “Annual Compensation Limit” shall mean the annual compensation limit under Section 401(a)(17) of the Code and as described under Sections 1.06(d) and (e) of the Pension Plan.

               (ii) For a calendar year during which the Participant is, at any time, a MIP participant, the sum of the Participant’s:

                    (A) base salary actually paid to the Participant during such calendar year, and including any base salary deferred under any of the following: (x) the 401(k) Plan, (y) the Section 125 Cafeteria Plan, and (z) the EDCP; and

                    (B) cash bonus earned by the Participant under the MIP, other than MIP Additional Bonuses (as defined in the MIP), with respect to the fiscal year of Sysco ending in any such calendar year, without regard to whether or not such MIP bonus was deferred under the EDCP; provided, however, the amount of the MIP bonus included as Compensation for any calendar year shall not exceed 150% of the Participant’s base salary determined under paragraph (ii)(A), above.

               (iii) Notwithstanding the foregoing, Compensation shall be disregarded, as applicable, for periods:

                    (A) prior to July 2, 1989;

                    (B) prior to the Participant’s first date of hire by Sysco or its Subsidiaries or, if later, the date of acquisition by Sysco of a Subsidiary for which the Participant then worked;

                    (C) during which a Participant is a Frozen Participant, except as provided in Section 5.3;

                    (D) for which Vesting Service is forfeited under the Pension Plan following a period of severance; and

10

                    (E) in the case of an otherwise eligible MIP participant who was previously excluded from participation in this Program by reason of Section 2.1(b) of this Program, during such periods as either the Committee, Sysco’s Chief Executive Officer or Sysco’s Chief Operating Officer shall determine in its/his sole discretion.

                    (F) unless otherwise determined by the Committee, during which a Participant’s income from Sysco or a Subsidiary was subject to foreign tax laws. Notwithstanding the foregoing, a Participant’s Compensation shall be excluded for periods during which his income from Sysco or a Subsidiary was subject to Canadian tax laws, other than during periods in which such Participant was on a Temporary Assignment.

          (b) Eligible Earnings. “Eligible Earnings” means the aggregate of the excess of a Participant’s Compensation for each calendar year during the period such Participant is accruing benefits under this Program over the Annual Compensation Limit with respect to each such calendar year; provided, however, such Annual Compensation Limit shall be ignored for periods during which the Participant did not accrue benefits under the Pension Plan and provided, further, the Annual Compensation Limit shall be prorated for any short plan year under the Pension Plan.

          (c) Benefit Commencement Date. “Benefit Commencement Date” means the first day of the month coinciding with or next following the date determined as follows: (i) if the Participant has at least ten (10) years of Vesting Service as of the Participant’s actual Retirement or Vested Separation date, the later of age fifty-five (55) or the Participant’s actual Retirement or Vested Separation date; or (ii) the later of age sixty-five (65) or the Participant’s actual Retirement or Vested Separation date. If a Participant’s Benefit Commencement Date is other than the first day of the month coinciding with or next following the Participant’s actual Retirement or Vested Separation date such Participant’s Retirement Benefit shall be referred to herein as a “Deferred Retirement Benefit.”

          (d) Normal Retirement Date. “Normal Retirement Date” means the first day of the month coincident with or next following the Participant’s sixty-fifth (65th) birthday or actual Retirement date, whichever is later.

          (e) Retirement. “Retirement” means the Participant’s Separation from Service from Sysco or its Subsidiaries other than for death, provided that at the time of such Separation from Service, the Participant is (i) at least age fifty-five (55) and has at least ten (10) years of Vesting Service; or (ii) at least age sixty-five (65).

          (f) Retirement Benefit. “Retirement Benefit” means the benefit paid to a Participant, at the time(s) and in the amount determined under this Article IV, as a result of a Participant’s Retirement or Vested Separation.

          (g) Vested Separation. “Vested Separation” means the Participant’s Separation from Service from Sysco or its Subsidiaries, other than upon Retirement or death, if, at the time of the Participant’s Separation from Service the Participant has a Vested Accrued Benefit.

11

     4.2 Accrued Benefit. “Accrued Benefit” means, as of any Determination Date, a monthly benefit payable as of the Participant’s Normal Retirement Date equal to (a) one and one-half percent (1.5%) times the Participant’s Eligible Earnings, divided by (b) twelve (12).

     4.3 Vested Accrued Benefit. “Vested Accrued Benefit” means, as of any Determination Date, the Participant’s Vested Percentage multiplied by his Accrued Benefit.

     4.4 Retirement Benefit. A Participant shall be entitled to his Vested Accrued Benefit commencing on his Benefit Commencement Date; provided, however, the Vested Accrued Benefit will be reduced by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months and 5/18ths of one percent (1%) for each of the next sixty (60) calendar months by which the Benefit Commencement Date precedes the Participant’s Normal Retirement Date.

     4.5 Form of Payment. If, at the time a Participant first becomes eligible to participate in this Program, the Participant is: (i) not married, the Retirement Benefit will be paid in the form of an Annuity; or (ii) married, the Retirement Benefit will be paid in the form of a Joint and Survivor Annuity which is Actuarially Equivalent to the Annuity. Notwithstanding the foregoing, at any time after a Participant’s Separation from Service but prior to the time any annuity payment has been made to the Participant under this Program, the Committee may change the form of payment of a Participant’s Retirement Benefit between an Annuity and a Joint and Survivor Annuity based upon the marital status of such Participant as the date of such change, and such change shall become immediately effective; provided that such change shall become effective only if the Annuity and Joint and Survivor Annuity are “actuarially equivalent life annuities” within the meaning of Section 409A.

     4.6 Administrative Delay. Except as required under Section 4.7, payment of the Participant’s Retirement Benefit shall begin on the Benefit Commencement Date set forth in Section 4.5 or the first day of the month as soon as administratively practicable thereafter but in no event later than the last day of the taxable year in which the Benefit Commencement Date occurs, or if later within two and one-half (2¹/2) months of the Benefit Commencement Date, unless an exception under Section 409A applies. The aggregate amount of any delayed payments, without interest, shall be paid to the Participant on such delayed commencement date.

     4.7 Delay of Payments under Section 409A of the Code. Notwithstanding the above, the distribution of a Retirement Benefit under Section 4.4 above to a Participant who is a Specified Employee shall not commence earlier than the date that is six (6) months after the date of such Participant’s Retirement or Vested Separation if such earlier commencement would result in the imposition of the excise tax under Section 409A. If distributions to a Participant are so delayed, such distributions shall commence at the later of (a) the first day of the month coincident with or next following the date that is six (6) months after the Participant’s Retirement or Vested Separation; or (b) the Participant’s Benefit Commencement Date. If a Participant’s distributions are delayed by reason of clause (a), above, the aggregate amount of any such delayed payments, together with interest on such delayed payments (calculated using the interest rate used for determining Actuarial Equivalence), shall be paid to the Participant on such delayed commencement date.

12

ARTICLE V

FROZEN PARTICIPATION

     5.1 In General. This Article V provides special rules that apply to a Participant who is a Frozen Participant. To the extent that this Article V or other provisions of this Program do not otherwise specify, such Participant shall be treated as any other Participant to the extent necessary to implement this Article V.

     5.2 Frozen Participation.

          (a) Vesting Service and Age Credit. During the period of time during which his participation is frozen, a Frozen Participant shall continue to be awarded Vesting Service and age credit.

          (b) Eligible Earnings. Except as provided in Section 5.3 below, a Participant’s Compensation during the period that such Participant is a Frozen Participant shall not be included in the calculation of such Participant’s Eligible Earnings.

     5.3 Frozen Participation Deemed Active Participation. Except as otherwise provided in this Section 5.3, for all purposes of this Program, a Frozen Participant shall be treated as if his participation had never been frozen if: (a) he remains an employee of Sysco or its Subsidiaries after his participation is frozen and subsequently becomes an Active Participant in this Program, or (b) his participation is frozen after a Change of Control and he dies or is terminated from the employ of Sysco or its Subsidiaries by the then management within four (4) years after that Change of Control. Notwithstanding the foregoing, unless otherwise determined by the Committee in its sole discretion, this Section 5.3 shall not apply to a Frozen Participant whose participation was frozen by reason of his income from Sysco or a Subsidiary becoming subject to foreign tax laws.

13

ARTICLE VI

DEATH BENEFIT

     6.1 Definitions. The following definitions are used in this Article VI:

          (a) Death Benefit Eligible Earnings. “Death Benefit Eligible Earnings” for a Plan Year shall mean the sum of (i) the annual rate of the Participant’s base salary as of his last day of employment during the applicable Plan Year, and (ii) the cash bonus earned by the Participant under the MIP, other than MIP Additional Bonuses (as defined in the MIP), with respect to such Plan Year, without regard to whether or not such MIP bonus was deferred under the EDCP.

          (b) Retired Participant. “Retired Participant” means a Participant (i) whose Benefit Commencement Date has occurred but who has not yet received his first benefit payment hereunder or (ii) who is receiving benefit payments hereunder.

          (c) Three-Year Final Average Compensation. “Three-Year Final Average Compensation” means the annual average of the Participant’s Death Benefit Eligible Earnings for the three (3) Plan Years (excluding those Plan Years in which the Participant does not have any Death Benefit Eligible Earnings) ending immediately before or coincident with the Participant’s date of death. Unless otherwise provided herein, the Plan Year in which the Participant was originally hired shall be disregarded if he was hired after the first business day of such Plan Year. Similarly, the Plan Year in which death occurs shall be disregarded if death occurs before the last business day of such Plan Year. If the Participant does not have three (3) Plan Years of Death Benefit Eligible Earnings, the Participant’s Three-Year Final Average Compensation shall be based on the annual average of Death Benefit Eligible Earnings for the available Plan Years ending immediately before or coincident with the Participant’s date of death. If all Plan Years have been excluded (i.e. there are no “available” Plan Years), Three-Year Final Average Compensation shall mean the Participant’s Death Benefit Eligible Earnings in the Plan Year in which he was originally hired.

          (d) Vested Separated Participant. “Vested Separated Participant” means a Participant who is entitled to a Deferred Retirement Benefit and whose Benefit Commencement Date has not occurred.

     6.2 Death of Active Participant Prior to Age 55. If an Active Participant dies prior to attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled to receive an annual death benefit for a period of ten (10) years with the first installment commencing on the first day of the month coincident with or next following the Participant’s death. Each of the remaining nine (9) installments shall be payable on the annual anniversary of the date of such first payment. The amount of each installment of the annual death benefit shall equal twenty-five percent (25%) of the Participant’s Three-Year Final Average Compensation. If an Active Participant also participates in the Plan at the time of his death, such Participant shall be entitled to the death benefit provided under the Plan and not this Program.

14

     6.3 Death of Active Participant after Age 55. If an Active Participant dies after attaining age fifty-five (55), such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death. Such monthly annuity shall be Actuarially Equivalent to the combined single-sum value of the death benefit under this Program and the Plan, determined as follows:

          (a) Combined Value of Death Benefit under the Plan and this Program. The combined single-sum value of the death benefit payable under this Program and the Plan shall equal the greater of the Actuarially Equivalent single-sum value of:

               (i) the death benefit that would be payable under Section 6.2 of this Program if the age condition did not apply, or

               (ii) the sum of (A) the Retirement Benefit that would have been payable under Section 4.4 of this Program assuming the Participant had retired on his date of death (with applicable reductions as provided under Section 4.4 of this Program even if the Participant was not eligible for immediate commencement of a Retirement Benefit), and (B) in the case of an Active Participant who also participates in the Plan, the retirement benefit under Section 6.3(a)(i)(B)(x) of the Plan or the hypothetical immediate annuity under Section 6.3(a)(ii)(B)(x) of the Plan, as applicable.

          (b) Allocation of Death Benefit between Plan and this Program. If the Active Participant also participates in the Plan at the time of his death and the resulting death benefit equals the amount determined under Section 6.3(a)(i) above, the value of the death benefit under Section 6.3(a)(i)(A) of the Plan shall be paid under the Plan and no additional death benefit shall be paid under this Program. Otherwise, the value of the death benefit determined under Section 6.3(a)(ii)(A) of this Program shall be paid under this Program and the value of the death benefit determined under Section 6.3(a)(ii)(B) of this Program shall be paid under the Plan.

     6.4 Death after a Change of Control that Occurs while an Active Participant . If a Participant is (a) an Active Participant when a Change of Control occurs, (b) continues as an Active Participant or becomes a Vested Separated Participant and (c) dies within four (4) years following such Change of Control, a death benefit shall be payable to such Participant’s spouse or other Beneficiary. The death benefit shall be determined under Section 6.2 or 6.3 of this Program, as applicable, based on such Active or Vested Separated Participant’s age as of his date of death and modified as follows:

          (a) Three-Year Final Average Compensation for purposes of Section 6.1(c) of this Program shall be determined as of the Active Participant’s date of death or Vested Separated Participant’s Retirement or Vested Separation date.

15

          (b) The Determination Date of the Participant’s Retirement Benefit under Article IV of this Program for purposes of Section 6.3 of this Program shall be the Active Participant’s date of death or Vested Separated Participant’s Retirement or Vested Separation date.

     6.5 Death of Frozen Participant. If a Frozen Participant dies while in the employ of Sysco or a Subsidiary prior to attaining age fifty-five (55), such Frozen Participant’s Beneficiary shall not be entitled to a death benefit under this Program. If a Frozen Participant dies while in the employ of Sysco or a Subsidiary on or after attaining age fifty-five (55) and such Frozen Participant has a Vested Accrued Benefit, the Frozen Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Frozen Participant’s death. Such monthly annuity shall be Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical retirement benefit on his date of death. The amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his date of death, reduced, for the period by which the first payment of the death benefit precedes the Participant’s Normal Retirement Date, by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months and 5/18ths of one percent (1%) for each of the next sixty (60) calendar months, adjusted, as applicable, to take into account the form of payment of such Participant’s Retirement Benefit under Section 4.5 of this Program. For purposes of determining the amount of the survivor’s benefit under this Section 6.5, if a Participant’s Retirement Benefit was to be paid in the form of a Joint and Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of conversion to a Joint and Survivor Annuity.

     6.6 Death of Vested Separated Participant. Upon the death of a Vested Separated Participant who was not a Frozen Participant as of his Retirement date or Vested Separation date, such Participant’s spouse or other Beneficiary shall be entitled to a monthly annuity payable for life with a ten (10) year certain period commencing on the first day of the month coincident with or next following the Participant’s death. Subject to Section 6.4, such monthly annuity shall be Actuarially Equivalent to the single sum value of the survivor’s benefit that would have been payable to the Participant’s spouse or other Beneficiary if the Participant had begun receiving a hypothetical retirement benefit on his date of death. The amount of such hypothetical retirement benefit shall equal the Participant’s Vested Accrued Benefit as of his Retirement or Vested Separation date, reduced, for the period by which the first payment of the death benefit precedes the Participant’s Normal Retirement Date, by 5/9ths of one percent (1%) for each of the first sixty (60) calendar months, 5/18ths of one percent (1%) for each of the next sixty (60) calendar months and actuarially thereafter (using the assumptions for Actuarial Equivalence) , adjusted, as applicable, to take into account the form of payment of such Participant’s Retirement Benefit under Section 4.5 of this Program. For purposes of determining the amount of the survivor’s benefit under this Section 6.6, if a Participant’s Retirement Benefit was to be paid in the form of a Joint and Survivor Annuity, and the Participant designated a Beneficiary other than his spouse, his Beneficiary shall be substituted for the Participant’s “spouse” for purposes of conversion to a Joint and Survivor Annuity.

16

     6.7 Death of Retired Participant before or after Commencement of Benefits. If a Retired Participant (a) dies before benefit payments begin and was not a Frozen Participant at the time of Retirement or (b) dies after benefit payments begin, any death benefit that may be payable hereunder is a function of the form of payment applicable to such Retired Participant (“Joint and Survivor Annuity” or “Annuity” as provided under Section 4.5 of this Program), as described below:

          (a) Joint and Survivor Annuity.

               (i) Death of Participant or Spouse during Ten (10) Year Certain Period. If either the Participant or his spouse (but not both) dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the survivor for the balance of the ten (10) year certain period and then two-thirds (2/3rds) of that amount shall be paid to the survivor for life.

               (ii) Death of Both Participant and Spouse during Ten (10) Year Certain Period. If both the Participant and his spouse die before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount payable during their joint lives shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

               (iii) Cessation of Benefits. No further benefits are payable after the later of (A) the deaths of the Participant and his spouse or (B) the end of the ten (10) year certain period.

               (iv) Spouse. For purposes of this Section 6.7(a), “spouse” refers to the Participant’s spouse whose birth date was used in the calculation of the Joint and Survivor Annuity, even if the Participant is married to a different individual at the time of the Participant’s death.

          (b) Annuity.

               (i) Death of Participant during Ten (10) Year Certain Period. If the Participant dies before the first benefit payment or during the ten (10) year certain period following the Benefit Commencement Date, the benefit amount shall be paid to the Participant’s Beneficiary for the balance of the ten (10) year certain period.

               (ii) Cessation of Benefits. No further benefits are payable after the later of (a) the death of the Participant or (b) the end of the ten (10) year certain period.

     6.8 Administrative Delay. Death benefits shall commence as of the date set forth in this Article VI or the first day of the month as soon as administratively practicable thereafter but in any event within ninety (90) days of the Participant’s death. The aggregate amount of any such delayed payments, without interest on such delayed payments, shall be paid to the Beneficiary on such delayed commencement date.

17

     6.9 Beneficiary Designation for Ten (10) Year Certain Period. A Beneficiary designation shall be effective upon receipt by the Committee of a properly executed form which the Committee has approved for that purpose, and shall remain in force until revoked or changed by the Participant. The Participant may, prior to the commencement of benefits under the Plan, from time to time, revoke or change any designation of Beneficiary by filing another approved Beneficiary designation form with the Committee.

          (a) Upon entering the Plan, each Participant shall file with the Committee a designation of one or more Beneficiaries to whom the death benefit provided by Sections 6.2, 6.3, 6.4, 6.5 and 6.6 of this Program shall be payable. Any Beneficiary designation by a married Participant who designates any person or entity other than the Participant’s spouse shall be ineffective unless the Participant’s spouse has indicated consent by completing and signing the applicable spousal consent section of the approved Beneficiary designation form.

          (b) Upon Retirement or Vested Separation and prior to commencement of benefits under Article IV of this Program, the Participant shall designate one or more Beneficiaries to receive the remaining period certain payments, which designation shall be made and modified in accordance with the procedures set forth in this Section 6.9. If the Participant does not designate one or more Beneficiaries to receive the remaining period certain payments, the Beneficiaries designated by the Participant upon entering the Plan shall be the Participant’s Beneficiaries for purposes of the remaining period certain payments. A spouse of a Participant may not change the Beneficiaries designated by the Participant, including the Beneficiaries to whom the remaining period certain payments may be paid. Notwithstanding the preceding sentences of this Section 6.9(b), in the case of a Joint and Survivor Annuity, a Beneficiary designation shall have no effect unless (i) the Participant and the Participant’s spouse both die during the ten (10) year certain period and (ii) if the Participant dies during the ten (10) year certain period and the Beneficiaries designated by the Participant have predeceased the Participant or otherwise ceased to exist, the Participant’s surviving spouse who is receiving the survivor benefit under the Joint and Survivor Annuity may designate the Beneficiaries to receive any remaining guaranteed payments if the spouse should die during the ten (10) year certain period.

          (c) If there is no valid Beneficiary designation on file with the Committee at the time of the Participant’s death, or if all of the Beneficiaries designated in the last Beneficiary designation have predeceased the Participant or, in the case of an entity, otherwise ceased to exist, the Beneficiary shall be the Participant’s spouse, if the spouse survives the Participant, or otherwise the Participant’s estate. A Beneficiary who is an individual shall be deemed to have predeceased the Participant if the Beneficiary dies within thirty (30) days of the date of the Participant’s death. If any Beneficiary survives the Participant but dies or, in the case of an entity, otherwise ceases to exist, before receiving all payments due under this Article VI, the balance of the payments that would have been paid to that Beneficiary shall, unless the Participant’s Beneficiary designation provides otherwise, be distributed to the deceased individual Beneficiary’s estate or, in the case of an entity, to the Participant’s spouse, if the spouse survives the Participant, or otherwise to the Participant’s estate.

18

ARTICLE VII

PROVISIONS RELATING TO ALL BENEFITS

     7.1 Effect of this Article. The provisions of this Article shall control over all other provisions of the Plan (including this Program).

     7.2 Termination of Employment. A Participant’s termination of employment for any reason prior to the Participant’s vesting under Article III of this Program shall cause the Participant and all his Beneficiaries to forfeit all interests in and under this Program, other than any death benefit payable to such Participant’s Beneficiaries under Article VI of this Program.

     7.3 Forfeiture for Cause.

          (a) Forfeiture on Account of Discharge. If the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and a former Participant, that the Participant was discharged by Sysco or a Subsidiary for: (i) fraud, (ii) embezzlement, (iii) theft, (iv) commission of a felony, (v) proven dishonesty in the course of his employment by Sysco or a Subsidiary which damaged Sysco or a Subsidiary, or (vi) disclosing trade secrets of Sysco or a Subsidiary ((i) through (vi) individually and collectively referred to as a “For Cause Event”), the entire Vested Accrued Benefit of the Participant and/or his Beneficiaries shall be forfeited.

          (b) Forfeiture after Commencement of Benefits. If the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the former Participant, that a former Participant who has begun receiving benefits under the Plan (including this Program) engaged in a For Cause Event during his employment with Sysco or a Subsidiary (even though the Participant was not discharged from Sysco or the Subsidiary for such a For Cause Event), the former Participant’s and/or Beneficiaries’ remaining benefit payments under the Plan (including this Program) shall be forfeited.

          (c) Committee Discretion. The decision of the Committee as to the existence of a For Cause Event shall be final. No decision of the Committee shall affect the finality of the discharge of the Participant by Sysco or the Subsidiary in any manner.

          (d) Special Rule for Change of Control. Notwithstanding the above, the forfeitures created by Sections 7.3(a) and 7.3(b) above shall not apply to a Participant or former Participant who: (i) is discharged during the Plan (including this Program) Year in which a Change of Control occurs, or during the next three (3) succeeding Plan Years following the Plan Year in which a Change of Controls occurs (the “Change of Control Period”) or (ii) during the Change of Control Period is determined by the Committee to have engaged in a For Cause Event, unless an arbitrator selected to review the Committee’s findings agrees with the Committee’s determination to apply the forfeiture. The arbitration shall be governed by the provisions of Section 7.6(e) of this Program.

19

     7.4 Forfeiture for Competition. If, at the time a distribution is being made or is to be made to a Participant, the Committee finds, after full consideration of the facts presented on behalf of Sysco or a Subsidiary and the Participant, that the Participant has engaged in any of the conduct set forth in this Section 7.4, the entire benefit remaining to be paid to the Participant and/or his Beneficiaries shall be forfeited, even though it may have been previously vested under any portion of the Plan (including this Program); provided, however, that this Section 7.4 shall not apply to any Participant whose termination of employment from Sysco or a Subsidiary occurs during a Change of Control Period. A forfeiture shall occur if, at any time after his termination of employment from Sysco or a Subsidiary and while any remaining benefit is to be paid to the Participant and/or his Beneficiaries under the Plan (including this Program), and without written consent of Sysco’s Chief Executive Officer or General Counsel, the Participant:

          (a) either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a business which competes with any aspect of the business of Sysco or a Subsidiary by which he was formerly employed (as the scope of Sysco’s or such Subsidiary’s business is defined as of the date of Participant’s termination of employment) in a trade area served by Sysco or the Subsidiary and in which the Participant directly or indirectly represented Sysco or the Subsidiary while employed by it; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

          (b) either directly or indirectly owns, operates, manages, controls, or participates in the ownership, management, operation, or control of, or is employed by, or is paid as a consultant or other independent contractor by, a customer or supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or a Subsidiary by which he was formerly employed; and the Participant continues to be so engaged ten (10) days after written notice has been given to him by or on behalf of Sysco or the Subsidiary;

          (c) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets, solicits or sells to any actual or prospective customer of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

          (d) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly markets to, solicits or buys from any supplier of Sysco or a Subsidiary by which he was formerly employed and with whom the Participant dealt, either directly or indirectly through the supervision of others, on behalf of Sysco or the Subsidiary by which he was formerly employed;

          (e) on behalf of a business which competes with Sysco or a Subsidiary by which he was formerly employed, directly or indirectly solicits, offers employment to, hires or otherwise enters into a consulting relationship with any employee of Sysco or any Subsidiary;

20

          (f) either (i) fails to return to Sysco or the Subsidiary by which he was formerly employed, within ten (10) days of any request issued to the Participant, any and all trade secrets or confidential information or any portion thereof and all materials relating thereto in his possession, or (ii) fails to hold in confidence or reproduces, distributes, transmits, reverse engineers, decompiles, disassembles, or transfers, directly or indirectly, in any form, by any means, or for any purpose, any Sysco or Subsidiary trade secrets or confidential information or any portion thereof or any materials relating thereto; or

          (g) makes any disparaging comments or accusations detrimental to the reputation, business, or business relationships of Sysco (as reasonably determined by Sysco or a Subsidiary), and the Participant fails to retract such comments or accusations within sixty (60) days after written notice demanding such retraction has been provided to him by or on behalf of Sysco or the Subsidiary.

     7.5 Restrictions on any Portion of Total Payments Determined to be Excess Parachute Payments. In the event that any payment or benefit received or to be received by a Participant in connection with a “change of control” (as defined in Section 280G of the Code and the regulations thereunder) of Sysco would not be deductible, whether in whole or in part, by the Company or any Affiliate, as a result of Section 280G of the Code, the benefits payable under this Program shall first be reduced until no portion of the Total Payments is not deductible as a result of Section 280G of the Code, or the benefits payable under this Program have been reduced to zero. The reduction in benefits payable under this Program, if any, shall be determined by reducing the Vested Percentage of the Participant’s Vested Accrued Benefit. If any further reduction is necessary, the benefits payable under the Plan shall then be reduced under the terms of the Plan, and then, if necessary, the benefits payable under the EDCP shall be reduced under the terms of that plan. In determining the amount of the reduction, if any, under this Program: (a) no portion of the Total Payments which the Participant has waived in writing prior to the date of the payment of benefits under this Program shall be taken into account, (b) no portion of the Total Payments which tax counsel, selected by the Company’s independent auditors and reasonably acceptable to the Participant, determines not to constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code shall be taken into account, (c) no portion of the Total Payments which tax counsel, selected by the Company’s independent auditors and reasonably acceptable to the Participant, determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4) of the Code shall be taken into account, and (d) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company’s independent auditors in accordance with Sections 280G(d)(3) and (4) of the Code. Notwithstanding anything herein or otherwise to the contrary, the Compensation and Stock Option Committee of the Board of Directors, may, within its sole discretion and pursuant to an agreement approved by the Compensation and Stock Option Committee, waive application of this Section 7.5, when it determines that specific situations warrant such action.

     7.6 Claims Procedure. Any person who believes that he or she is being denied a benefit to which he or she is entitled under the Plan (including this Program) (referred to hereinafter as a “Claimant”) must file a written request for such benefit with the Committee; provided, however, that any claim involving entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control shall be governed by mandatory

21

arbitration under Section 7.6(e) of this Program. Such written request must set forth the Claimant’s claim and must be addressed to the Committee at the Company’s principal office.

          (a) Initial Claims Decision. The Committee shall generally provide written notice to the Claimant of its decision within ninety (90) days after the claim is filed with the Committee; provided, however, that the Committee may have up to an additional ninety (90) days to decide the claim, if the Committee determines that special circumstances require an extension of time to decide the claim, and the Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim.

          (b) Appeals. A Claimant may appeal the Committee’s decision by submitting a written request for review to the Committee within sixty (60) days after the earlier of receiving the denial notice or after expiration of the initial review period. Such written request must be addressed to the Committee at the Company’s principal office. In connection with such request, the Claimant (and his or her authorized representative, if any) may review any pertinent documents upon which the denial was based and may submit issues and comments in writing for consideration by the Committee. If the Claimant’s request for review is not received within the earlier of sixty (60) days after receipt of the denial or after expiration of the initial review period, the denial shall be final, and the Claimant shall be barred and estopped from challenging the Committee’s determination.

          (c) Decision Following Appeal. The Committee shall generally make its decision on the Claimant’s appeal in writing within sixty (60) days following its receipt of the Claimant’s request for appeal; provided, however, that the Committee may have up to an additional sixty (60) days to decide the claim, if the Committee determines that special circumstances require an extension of time to decide the claim and the Committee advises the Claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim. The Committee shall notify the Claimant of its decision on the Claimant’s appeal in writing, regardless of whether the decision is adverse.

          (d) Decisions Final; Procedures Mandatory. A decision on appeal by the Committee shall be binding and conclusive upon all persons, and completion of the claims procedures described in this Section 7.6 shall be a precondition to commencement of mandatory and binding arbitration set forth in Section 7.6(e) below. Notwithstanding the preceding sentence, the Committee may, in its sole discretion, waive the procedures described in Sections 7.6(a) through 7.6(c) of this Program as a precondition to mandatory and binding arbitration set forth in Section 7.6(e) below.

          (e) Mandatory and Binding Arbitration. Any dispute that in any way relates to the Plan (including this Program), including, without limitation, any benefit allegedly due under the Plan (including this Program) or that is the subject of any forfeiture decision under the Plan (including this Program), shall be submitted to mandatory and binding arbitration before the American Arbitration Association (“AAA”), in accordance with the Employee Benefit Plan Claims Arbitration Rules established by the AAA, at the sole and exclusive jurisdiction of the AAA’s regional office for the State of Delaware. The arbitrator shall be selected by permitting the Company and the Participant to strike one name each from a panel of three names obtained from the AAA from its panel of Employee Benefit Plan Claims Arbitrators. The person whose name is remaining shall be the arbitrator. The arbitrator shall determine the extent of discovery, if any, that is needed to resolve the dispute after hearing the positions of each party regarding the need for discovery. The arbitrator shall be bound to apply the laws of the State of Delaware to resolve any dispute without regard for any conflict of law principles, as each Participant acknowledges that the Company is organized under the laws of the State of Delaware. The decision of the arbitrator shall be final and binding on both parties.

22

ARTICLE VIII

ADMINISTRATION

     8.1 Committee Appointment. The Committee shall be appointed by the Board of Directors or its designee. Each Committee member shall serve until his or her resignation or removal. The Board of Directors, or its designee, shall have the sole discretion to remove any one or more Committee members and appoint one or more replacement or additional Committee members from time to time.

     8.2 Committee Organization and Voting. The organizational structure and voting responsibilities of the Committee shall be as set forth in the bylaws of the Committee.

     8.3 Powers of the Committee. The Committee shall have the exclusive responsibility for the general administration of the Plan (including this Program) according to the terms and provisions of the Plan (including this Program) and shall have all powers necessary to accomplish those purposes, including but not by way of limitation the right, power and authority:

          (a) to make rules and regulations for the administration of the Plan (including this Program);

          (b) to construe all terms, provisions, conditions and limitations of the Plan (including this Program);

          (c) to correct any defect, supply any omission or reconcile any inconsistency that may appear in the Plan (including this Program) in the manner and to the extent it deems expedient to carry the Plan (including this Program) into effect for the greatest benefit of all parties at interest;

          (d) subject to Section 7.3(c) of this Program, to resolve all controversies relating to the administration of the Plan (including this Program), including but not limited to:

               (i) differences of opinion arising between the Company and a Participant in accordance with Sections 7.6(a) through 7.6(c) of this Program, except when the difference of opinion relates to the entitlement to, the amount of or the method or timing of payment of a benefit affected by a Change of Control, in which event, such difference of opinion shall be decided by mandatory and binding arbitration under Section 7.6(e) of this Program; and

               (ii) any question it deems advisable to determine in order to promote the uniform administration of the Plan (including this Program) for the benefit of all parties at interest; and

          (e) to delegate by written notice any plan administration duties of the Committee to such individual members of the Committee, individual employees of the Company, or groups of employees of the

23

Company, as the Committee determines to be necessary or advisable to properly administer the Plan (including this Program). The Committee hereby expressly delegates to the Chief Executive Officer and/or the Chief Operating Officer of Sysco the Committee’s discretionary authority with respect to the following: (i) excluding an otherwise eligible MIP participant from participating in this Program pursuant to Section 2.1 of this Program; and (ii) subsequently including an otherwise eligible MIP participant described in clause (i), above, including determining the period (if any) over which such previously excluded MIP participant will be eligible to accrue benefits under this Program pursuant to Section 4.1(a)(iii)(E) of this Program; provided however, that the Chief Executive Officer’s and Chief Operating Officer’s discretionary authority under this Program shall not apply to the extent such decision is with respect to an executive officer of Sysco.

     8.4 Committee Discretion. The Committee has the sole power and authority to administer the Plan (including this Program), and any decision made by, or action taken by, the Committee in good faith shall be final and binding on all parties, subject to the provisions of Sections 7.6(a) through 7.6(c) of this Program. Notwithstanding the foregoing, Committee decisions or actions during the Change of Control Period are subject to mandatory and binding arbitration pursuant to Section 7.6(e) of this Program.

     8.5 Reimbursement of Expenses. The Committee shall serve without compensation for their services but shall be reimbursed by Sysco for all expenses properly and actually incurred in the performance of their duties under the Plan (including this Program).

     8.6 Indemnification. To the extent permitted by law, members of the Board of Directors, members of the Committee, employees of the Company, and all agents and representatives of the Company shall be indemnified by the Company, and saved harmless against any claims resulting from any action or conduct relating to the administration of the Plan (including this Program), except claims arising from gross negligence, willful neglect or willful misconduct.

24

ARTICLE IX

ADOPTION BY SUBSIDIARIES

     9.1 Procedure for and Status after Adoption. Any Subsidiary may, with the approval of the Committee, adopt this Program by appropriate action of its board of directors. The terms of this Program shall apply separately to each Subsidiary adopting this Program and its Participants in the same manner as is expressly provided for Sysco and its Participants except that the powers of the Board of Directors and the Committee under this Program shall be exercised by the Board of Directors of Sysco or the Committee, as applicable. Sysco and each Subsidiary adopting this Program shall bear the cost of providing Program benefits for its own Participants. Sysco shall initially pay the costs of the Program each Plan Year. However, each adopting Subsidiary shall then be billed back for the actuarially determined costs pertaining to it in accordance with the appropriate Financial Accounting Standards Board pronouncements. It is intended that the obligation of Sysco and each Subsidiary with respect to its Participants shall be the sole obligation of the Company that is employing the Participant and shall not bind any other Company.

     9.2 Termination of Participation by Adopting Subsidiary. Any Subsidiary adopting this Program may, by appropriate action of its board of directors, terminate its participation in this Program. The Committee may, in its sole discretion, also terminate a Subsidiary’s participation in this Program at any time. The termination of the participation in this Program by a Subsidiary shall not, however, affect the rights of any Participant who is working or has worked for the Subsidiary as to benefits previously accrued by the Participant under this Program without his consent.

25

ARTICLE X

AMENDMENT AND/OR TERMINATION

     10.1 Amendment or Termination of this Program. The Board of Directors, the Committee, or their designees, may amend this Program at any time by an instrument in writing without the consent of any adopting Company; provided, however, that authority to terminate this Program or to make any amendment to this Program that would have a significant financial statement or benefit impact on the Company shall be reserved to the Board of Directors or its designee. Notwithstanding the foregoing, in no event shall the Board of Directors have the authority to terminate this Program during the two (2) year period following a Change of Control.

     10.2 No Retroactive Effect on Awarded Benefits.

          (a) General Rule. Absent a Participant’s prior consent, no amendment to this Program shall affect the rights of such Participant to his Vested Accrued Benefit as of the date of such amendment (“Minimum Vested Accrued Benefit”) or shall change such Participant’s rights under any provision relating to a Change of Control after a Change of Control has occurred.

          (b) Determination of Minimum Vested Accrued Benefit. For purposes of calculating a Participant’s Minimum Vested Accrued Benefit as of the date of an amendment to this Program:

               (i) The Determination Date of the Vested Accrued Benefit under Section 4.3 of this Program shall be the effective date of the amendment with the exception of the Vested Percentage, which shall be determined as of the date of the distribution event.

               (ii) On and after the effective date of such amendment, for purposes of vesting under Article III of this Program and the Benefit Commencement Date under Section 4.1(c) of this Program, a Participant shall continue to be awarded years of Vesting Service and age credit until such Participant’s termination of employment with Sysco and its Subsidiaries.

          (c) Benefits on or after the Amendment. Notwithstanding the provisions of this Section 10.2, the Board of Directors retains the right at any time to (i) change in any manner or to discontinue the death benefit provided in Article VI of this Program, except during the four (4) year period following a Change of Control for those persons who at that time were covered by the death benefit, and (ii) to change in any manner the benefit under Article IV of this Program, provided such benefit is not less than the Minimum Vested Accrued Benefit as of the date of any such amendment.

     10.3 Effect of Termination. Upon termination of this Program, the following provisions shall apply:

          (a) With respect to benefits that become payable as a result of a distribution event on or after the effective date of this Program’s termination, a Participant’s: (i) Compensation after the earlier of the date

26

specified in Section 4.1(d) of this Program or the date of this Program’s termination shall not be included in determining the Participant’s Eligible Earnings; and (ii) Three-Year Final Average Compensation under Article VI of this Program shall be determined as of the earlier of the date specified under Section 6.1(c) of this Program or the date of this Program’s termination.

          (b) The Board of Directors or its designee may, in its sole discretion, authorize distributions to Participants as a result of this Program’s termination, provided all of the following conditions are satisfied:

               (i) All deferred compensation arrangements sponsored by the Company that would be aggregated with the this Program (which may include the Program) under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in such arrangements are terminated;

               (ii) No distributions other than distributions that would be payable under the terms of this Program if the termination had not occurred are made within twelve (12) months of the termination of this Program;

               (iii) All distributions of all benefits to be provided hereunder are paid within twenty-four (24) months of the termination of this Program; and

               (iv) The Company does not adopt a new deferred compensation arrangement at any time within three (3) years following the date of the termination of this Program that would be aggregated with this Program under Section 1.409A-1(c) of the Treasury Regulations (or any corresponding provision of succeeding law) if the Participant participated in this Program and the new arrangement.

          (c) Except as otherwise provided in Section 10.3(a) and 10.3(b) above, on and after the effective date of this Program’s termination, (i) this Program shall continue to be administered as it was prior to this Program’s termination, (ii) all retirement benefits accrued prior to the date of termination shall be payable only under the conditions, at the time, and in the form then provided in this Program, (iii) no Participant shall be entitled to Program benefits solely as a result of this Program’s termination in accordance with the provisions of this Article X, and (iv) the forfeiture provisions of Sections 7.3 and 7.4 of this Program, and the restrictions set forth in Section 7.5 of this Program shall continue in effect.

27

ARTICLE XI

FUNDING

     11.1 Payments Under The Plan (including this Program) are the Obligation of the Company. The Company last employing a Participant shall pay the benefits due the Participants under the Plan (including this Program); however, should it fail to do so when a benefit is due, then, except as provided in Section 11.5, the benefit shall be paid by the trustee of that certain trust agreement by and between the Company and JPMorgan Chase Bank, with respect to the funding of the Plan (including this Program). In any event, if the trust fails to pay for any reason, the Company still remains liable for the payment of all benefits provided by the Plan (including this Program).

     11.2 Plan May Be Funded Through Life Insurance Owned by the Company or a Rabbi Trust. It is specifically recognized by both the Company and the Participants that the Company may, but is not required to, purchase life insurance so as to accumulate assets to fund the obligations of the Company under the Plan (including this Program), and that the Company may, but is not required to contribute any policy or policies it may purchase and any amount it finds desirable to a trust established to accumulate assets sufficient to fund the obligations of all of the Companies under the Plan (including this Program). However, under all circumstances, the Participants shall have no rights to any of those policies; and, likewise, under all circumstances, the rights of the Participants to the assets held in the trust shall be no greater than the rights expressed in the Plan (including this Program) and the trust agreement. Nothing contained in the trust agreement which creates the funding trust shall constitute a guarantee by any Company that assets of the Company transferred to the trust shall be sufficient to pay any benefits under the Plan (including this Program) or would place the Participant in a secured position ahead of general creditors should the Company become insolvent or bankrupt. Any trust agreement prepared to fund the Company’s obligations under the Plan (including this Program) must specifically set out these principles so it is clear in that trust agreement that the Participants in the Plan (including this Program) are only unsecured general creditors of the Company in relation to their benefits under the Plan (including this Program).

     11.3 Reversion of Excess Assets. Any Company may, at any time, request the actuary, who last performed the annual actuarial valuation of the Pension Plan, to determine the present value of the Vested Accrued Benefit assuming the Vested Accrued Benefit to be fully vested (whether it is or not), as of the end of the Plan Year coincident with or last preceding the request, of all Participants and Beneficiaries of deceased Participants for which all Companies are or will be obligated to make payments under the Plan (including this Program). If the fair market value of the assets held in the trust, as determined by the Trustee as of that same date, exceeds the total of the Vested Accrued Benefits of all Participants and Beneficiaries under the Plan (including this Program) by 25%, any Company may direct the trustee to return to such Company its proportionate part of the assets which are in excess of 125% of the Vested Accrued Benefits under the Plan (including this Program). Each Company’s share of the excess assets shall be the Participants’ present value of the Vested Accrued Benefit under the Plan (including this Program) earned while in the employ of that Company as compared to the total of the present value of the Vested Accrued Benefits earned by all Participants under the Plan (including this Program) times the excess assets. For this purpose,

28

the present value of the Vested Accrued Benefit under the Plan (including this Program) shall be calculated using the data for the preceding Plan Year brought forward using the assumptions used to determine the actuarially determined costs according to the appropriate Financial Accounting Standards Board pronouncements. If there has been a Change of Control, to determine excess assets, all contributions made prior to the Change of Control shall be subtracted from the fair market value of the assets held in the trust as of the determination date but before the determination is made.

     11.4 Participants Must Rely Only on General Credit of the Company. The Company and the Participants recognize that the Plan (including this Program) is only a general corporate commitment, and that each Participant is merely an unsecured general creditor of the Company with respect to any of the Company’s obligations under the Plan (including this Program), even if the Company establishes a rabbi trust to fund all or a part of its obligations under the Plan (including this Program).

     11.5 Funding of Benefits for Participants Subject to Canadian Income Tax Laws is Prohibited. No Company employing a Participant whose income is subject to the Canadian tax laws shall be permitted to fund its obligation to that person through any rabbi trust, fund, sinking fund, or other financial vehicle even though under applicable law the assets held to fund the obligation are still subject to the general creditors of the Company.

29

ARTICLE XII

MISCELLANEOUS

     12.1 Responsibility for Distributions and Withholding of Taxes. The Committee shall furnish information, to the Company last employing the Participant, concerning the amount and form of distribution to any Participant entitled to a distribution so that the Company may make or cause the Rabbi Trust to make the distribution required. The Committee shall also calculate the deductions from the amount of the benefit paid under the Plan (including this Program) for any taxes required to be withheld by federal, state, local, or foreign government and shall cause them to be withheld.

     12.2 Limitation of Rights. Nothing in the Plan (including this Program) shall be construed:

          (a) to give a Participant any right with respect to any benefit except in accordance with the terms of the Plan (including this Program);

          (b) to limit in any way the right of Sysco or a Subsidiary to terminate a Participant’s employment;

          (c) to evidence any agreement or understanding, expressed or implied, that Sysco or a Subsidiary shall employ a Participant in any particular position or for any particular remuneration; or

          (d) to give a Participant or any other person claiming through him any interest or right under the Plan (including this Program) other than that of any unsecured general creditor of the Company.

     12.3 Benefits Dependent Upon Compliance with Certain Covenants. The benefits provided to a Participant under this Program by the Company are dependent upon the Participant’s full compliance with the covenants set forth in Section 7.4 of this Program.

     12.4 Distributions to Incompetents or Minors. Should a Participant become incompetent or should a Participant designate a Beneficiary who is a minor or incompetent, the Committee is authorized to pay the funds due to the parent of the minor or to the guardian of the minor or incompetent or directly to the minor or to apply those funds for the benefit of the minor or incompetent in any manner the Committee determines in its sole discretion.

     12.5 Nonalienation of Benefits. No right or benefit provided under the Plan (including this Program) is subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge by the Participant, except upon his death to a named Beneficiary as provided in the Plan (including this Program). If any Participant or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit under the Plan (including this Program), that right or benefit shall, in the discretion of the Committee, be forfeited. In that event, the Committee may have the Company hold or apply the right or benefit or any part of it to the benefit of the Participant or Beneficiary, his or her spouse, children or other dependents or any

30

of them in any manner and in any proportion the Committee believes to be proper in its sole and absolute discretion, but is not required to do so.

     12.6 Reliance upon Information. The Committee shall not be liable for any decision or action taken in good faith in connection with the administration of the Plan (including this Program). Without limiting the generality of the foregoing, any decision or action taken by the Committee when it relies upon information supplied it by any officer of the Company, the Company’s legal counsel, the Company’s actuary, the Company’s independent accountants or other advisors in connection with the administration of the Plan (including this Program) shall be deemed to have been taken in good faith.

     12.7 Amendment Applicable to Active Participants Only Unless it Provides Otherwise. No benefit which has accrued to any Participant who has died, retired, become disabled or separated or who is a Frozen Participant prior to the execution of an amendment shall be changed in amount or subject to any adjustment provided in that amendment unless the amendment specifically provides that it shall apply to those persons and it does not have the effect of reducing those persons’ Vested Accrued Benefits as then fixed without their consent.

     12.8 Severability. If any term, provision, covenant or condition of the Plan (including this Program) is held to be invalid, void or otherwise unenforceable, the rest of the Plan (including this Program) shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

     12.9 Notice. Any notice or filing required or permitted to be given to the Committee or a Participant shall be sufficient if in writing and hand delivered or sent by U.S. mail to the principal office of the Company or to the residential mailing address of the Participant. Notice shall be deemed to be given as of the date of hand delivery or if delivery is by mail, as of the date shown on the postmark.

     12.10 Gender and Number. If the context requires it, words of one gender when used in the Plan (including this Program) shall include the other genders, and words used in the singular or plural shall include the other.

     12.11 Governing Law. The Plan (including this Program) shall be construed, administered and governed in all respects by the laws of the State of Delaware. Consistent with Section 7.6(e) of this Program, the Participant and the Company agree that subject to the provisions of Sections 7.6(a) through 7.6(c) of this Program, the sole and exclusive jurisdiction for any dispute under this Program shall lie with the AAA’s regional office for the State of Delaware, and the parties hereby waive any jurisdictional or venue-related defense to conducting arbitration at this location.

     12.12 Effective Date. This Program is effective as of June 29, 2008.

     12.13 Compliance with Section 409A. The Plan (including this Program) is intended to comply with Section 409A of the Code in both form and operation, and any ambiguities herein shall be interpreted, to the extent possible, in a manner that complies with Section 409A of the Code.

31

     IN WITNESS WHEREOF, Sysco has executed this document on this December 16th 2008, effective as of June 29, 2008.

SYSCO CORPORATION
By: Name:	/s/ Michael C. Nichols Michael C. Nichols
Title:	Sr. VP, General Counsel and Secretary

32

EX-10.4

Exhibit 10.4

FIRST AMENDED AND RESTATED
EXECUTIVE SEVERANCE AGREEMENT

     THIS FIRST AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is entered into as of the 24th day of November, 2008 by and between Sysco Corporation, a Delaware corporation (the “Company”), and Richard J. Schnieders (“Executive”).

WITNESSETH

     WHEREAS, the Company and Executive are parties to that certain Executive Severance Agreement dated as of July 14, 2004, as amended by that certain First Amendment to the Executive Severance Agreement dated as of September 3, 2004, (the “Current Agreement”); and

     WHEREAS, the American Jobs Creation Act of 2004 added Section 409A to the Internal Revenue Code of 1986, as amended (the “Code”), and Section 409A of the Code (“Section 409A”) imposes certain restrictions on compensation deferred on and after January 1, 2005; and

     WHEREAS, the Treasury Regulations promulgated under Section 409A which become effective as of January 1, 2009, require all deferred compensation arrangements, including certain provisions of the Current Agreement, to be in documentary compliance with the requirements of Section 409A on or before December 31, 2008; and

     WHEREAS, the Company and Executive desire to amend and restate the Current Agreement to comply with Section 409A and to make certain other changes and clarifications to the Current Agreement; and

     WHEREAS, the Compensation Committee of the Board has authorized the Company to enter into this Agreement.

     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

     1. Definitions: As used in this Agreement, the following terms shall have the respective meanings set forth below:

          (a) “Board” means the Board of Directors of the Company.

          (b) “Cause” as determined by the Board in good faith, means: (1) a material breach by Executive of the duties and responsibilities of Executive or any written policies or directives of the Company (other than as a result of incapacity due to physical or mental illness) which is (i) willful or involves gross negligence, and (ii) not remedied within fifteen (15) days after receipt of written notice from the Company which specifically identifies the manner in which such breach has occurred; (2) Executive

1

commits any felony or any misdemeanor involving willful misconduct (other than minor violations such as traffic violations) that causes damage to the property, business or reputation of the Company, as determined in good faith by the Board; (3) Executive engages in a fraudulent or dishonest act, as determined in good faith by the Board; (4) Executive engages in habitual insobriety or the use of illegal drugs or substances; or (5) Executive breaches his fiduciary duties to the Company, as determined in good faith by the Board. The Company must notify Executive of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

          (c) “Date of Termination” means the effective date on which Executive’s employment by the Company is terminated as specified in a prior written notice from the Company to Executive or from Executive to the Company, as the case may be, pursuant to Section 11(b) hereof.

          (d) “Good Reason” means (i) (A) for periods prior to January 1, 2009, the Company’s demotion of the Executive to a lesser position than the position in which he is serving prior to such demotion or (B) for periods on or after January 1, 2009, the Company’s demotion of the Executive to a materially lesser position than the position in which he is serving prior to such demotion, (ii) the assignment to Executive of duties materially inconsistent with his position or material reduction of the Executive’s duties, responsibilities or authority, in either case without the Executive’s prior written consent; (iii) (A) for periods prior to January 1, 2009, any reduction in Executive’s base salary without the Executive’s prior consent unless other executives who are parties to agreements similar to this one also suffer a comparable reduction in their base salaries, or (B) for periods on or after January 1, 2009, any material reduction in Executive’s base salary without the Executive’s prior consent unless other executives who are parties to agreements similar to this one also suffer a comparable reduction in their base salaries; or (iv) unless agreed to by Executive, the relocation of Executive’s principal place of business outside of the metropolitan area of Houston, Texas, in each case not remedied by the Company within thirty (30) days after receipt by the Company of written notification from Executive as provided in Section 11(b) which specifically identifies the Good Reason. The Executive must notify Company of any event that constitutes Good Reason within ninety (90) days following Executive’s knowledge of its existence or such event shall not constitute Good Reason under this Agreement.

          (e) “Management Incentive Plan” means the Sysco Corporation 2000 Management Incentive Plan, the Sysco Corporation 2005 Management Incentive Plan or such plan’s successor or replacement plan; as such plans may be amended from time to time.

          (e) “Permanent Disability” means the failure of the Executive to perform the Executive’s duties with the Company on a full-time basis as a result of an incapacity due to mental or physical illness and such incapacity results in Executive being eligible for and entitled to receive disability payments under the Disability Income Plan sponsored by the Company.

2

          (g) “Short-Term Deferral Period” means the period ending on the later of (i) the 15^th day of the third month following the end of the Executive’s taxable year in which the Date of Termination occurs; or (ii) the 15^th day of the third month following the end of the Company’s fiscal year in which the Date of Termination occurs.

          (h) “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code. By way of clarification, “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company. Executive shall be treated as a key employee if the Executive meets the requirement of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code at any time during the twelve (12) month period ending on an “identification date”. If Executive is a key employee as of an identification date, he shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such identification date. For purposes of any “Specified Employee” determination hereunder, the “identification date” shall mean the last day of the calendar year.

     2. Payments Upon Termination of Employment by Death, Permanent Disability, for Cause or Executive’s Resignation without Good Reason.

          (a) The Executive’s employment shall terminate automatically upon the Executive’s death during the period of his employment or resignation without Good Reason.

          (b) If Executive resigns as an employee without Good Reason prior to reaching age 60, notwithstanding anything contained in the Sysco Corporation Supplemental Executive Retirement Plan (the “SERP”) to the contrary, Executive shall forfeit all benefits under the SERP. For purposes of this Section 2(b), Executive’s termination of employment by reason of death or Permanent Disability shall not be deemed a “resignation.”

          (c) If the Company determines in good faith that a Permanent Disability of the Executive has occurred while Executive is employed, it may give the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the day specified in such notice to the Executive.

          (d) In the event the Executive dies, becomes Permanently Disabled during the period of his employment, resigns without Good Reason or the Company terminates Executive’s employment for Cause by giving written notice as provided in Section 11(b), the Company shall have no obligation to make any severance payments or provide any severance benefits to Executive pursuant to this Agreement. Executive shall be paid his base salary through the date of death or the effective date of the resignation without Good Reason or the Date of Termination and the amounts that would be owed under Section 3(a)(2) hereof.

3

     3. Payments Upon Termination of Employment by Company Without Cause.

          (a) If the Company terminates the employment of Executive without Cause, Executive shall be paid his base salary through the date of Termination. If Executive executes and provides to the Company and does not revoke a release substantially in the form attached hereto as Exhibit A, no later than sixty (60) days following Executive’s Date of Termination (the “Payment Forfeiture Date”), the Company shall provide to the Executive the payments and benefits described in paragraphs (1) through (5) below. Notwithstanding any provision in this Agreement to the contrary, however, none of the payments or benefits described in paragraphs (1) through (5) below shall be made prior to the Company’s receipt of such executed release and the lapse of any revocation period provided for in such release, and if Executive does not provide to the Company such executed release or revokes such executed release on or before the Payment Forfeiture Date, Executive shall forfeit any and all rights to such payments:

               (1) The Company shall pay to Executive (or Executive’s beneficiary or estate), subject to Section 3(b) hereof, commencing thirty (30) days following the later of (A) the Date of Termination; and (B) the date the Company receives the release described above executed by Executive for which any revocation period in such release has lapsed, as compensation for services rendered to the Company, a monthly payment for twenty-four (24) months equal to the sum of:

                    (i) Executive’s monthly base salary (before any elective deferrals under any Company plans) in effect on the Date of Termination, plus;

                    (ii) An amount equal to one twelfth (1/12) of the average annual bonus paid to Executive under the Management Incentive Plan (before any elective deferrals under any Company plans) for the preceding five (5) fiscal years ended prior to the Date of Termination; and

                    (iii) An amount equal to the monthly cost to Executive for continued coverage under the Company’s group health benefit insurance plans under Section 4980B of the Internal Revenue Code of 1986 (COBRA), regardless of whether Executive elects to be covered by COBRA.

               (2) Within thirty (30) days of the receipt of the signed release required under Section 3(a) for which any revocation period has lapsed, the Company shall pay to Executive any unpaid bonuses earned in a fiscal year ended prior to the Date of Termination, accrued but unused vacation time and any unreimbursed business expenses owed under the Company’s expense reimbursement policies.

               (3) Upon the latter to occur of both (i) thirty (30) days after the receipt of the signed release required under Section 3(a) for which any revocation period has lapsed and (ii) sixty (60) days following the end of the fiscal year during which the Date of Termination occurs, the Company shall pay to Executive a fraction of the bonus

4

the Executive would have earned for such fiscal year (excluding any deferred or matching amounts to which he would have been entitled) under the Management Incentive Plan had Executive not been terminated, as determined by the Company, in its sole discretion, the numerator of such fraction being the number of days in the fiscal year prior to the Date of Termination and the denominator being 365.

               (4) If the Date of Termination occurs before Executive has reached the age of sixty (60), then for purposes of determining Executive’s vested percentage under the SERP and for no other reason, notwithstanding Executive’s actual age, he shall be deemed to be sixty (60) years of age as of the Date of Termination and entitled to the benefits under the SERP in the amounts and at the times specified under the terms of the SERP then in effect.

               (5) If the Date of Termination occurs before Executive has reached the age of sixty (60), Executive shall be entitled to receive 100% of the unvested benefits (in addition to all vested benefits) under the Sysco Corporation Executive Deferred Compensation Plan (“EDCP”) and shall be entitled to receive the payment of such benefits at the time(s) specified under the terms of the EDCP then in effect pursuant to Executive’s distribution election then in effect under the EDCP.

          (b) Notwithstanding the provisions of Section 3(a), if at any time within the two (2) years following the Date of Termination, Executive, without the prior written consent of the Company, directly or indirectly owns, operates, manages, controls or participates in the ownership, management, operation or control of or is employed by, or is paid as a consultant or other independent contractor to, a business which competes with the Company (or any subsidiary of the Company) in a trade area served by the Company (or a subsidiary of the Company) as of the date of this Agreement, and the Executive continues to be so engaged sixty (60) days after written notice has been given to him to cease such activity, he shall forfeit all amounts thereafter due the Executive under Section 3(a) hereof.

          (c) Any amounts paid pursuant to Section 3(a) herein shall be in lieu of any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any severance plan or policy of the Company. For purposes of this Agreement, benefits under the SERP and EDCP shall not be considered severance, salary or bonus continuation payments.

          (d) Notwithstanding anything to the contrary contained herein, to the extent any portion of the bonuses payable to Executive pursuant to Sections 3(a)(2) or 3(a)(3) herein are subject to bonus deferral elections under the EDCP such amounts shall continue to be deferred under the EDCP and shall be paid to Executive at the time or times provided under the EDCP.

          (e) The following rules shall apply with respect to the distribution of payments and benefits, if any, to be provided to Executive under Section 3(a)(1) of this Agreement, as applicable:

5

               (1) Notwithstanding anything to the contrary contained herein, no payments shall be made to Executive upon Executive’s termination of employment from the Company under this Agreement unless such termination of employment is a “separation from service” under Section 409A. For purposes of this Agreement, Executive shall have experienced a “separation from service” as a result of a termination of employment if the level of bona fide services performed by Executive decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by Executive during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by Section 409A.

               (2) It is intended that each installment of the payments and benefits provided under Section 3(a)(1) shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A;

               (3) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a Specified Employee, then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 3(a)(1), as applicable;

               (4) If, as of the date of the “separation from service” of the Executive from the Company, Executive is a Specified Employee, then:

                    (i) Each installment of the payments and benefits due to Executive under Section 3(a)(1), that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the Short Term Deferral Period shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and

                    (ii) Each installment of the payments and benefits under Section 3(a)(1) that is not paid within the Short Term Deferral Period and that would, absent this subsection, be paid within the six-month period following the separation from service of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during such six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments being paid in accordance with the dates and terms set forth herein; provided however, that the preceding provisions of this subparagraph shall not apply to any installment of payments and benefits, or any portion thereof, if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Section 1.409A-1(b)(9)(iii) of the Treasury Regulations (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last

6

day of the Executive’s second taxable year following the taxable year in which the separation from service occurs.

     4. Requirement of an Additional Payment in Certain Circumstances.

          (a) In the event all or any portion of a payment or acceleration right pursuant to this Agreement, or any other agreement, plan, instrument or obligation to which Executive is a party or of which Executive is a beneficiary (an “Other Company Obligation”) is treated as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) which is subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, the Company shall make the Additional Payment (defined below) either directly to Executive in cash or, with respect to Excise Taxes or other taxes subject to withholding, by payment of such taxes to the appropriate taxing authority on Executive’s behalf, notwithstanding any contrary provision in this Agreement or any Other Company Obligation.

          (b) The term “Additional Payment” means a payment in an amount equal to the sum of (1) the Excise Taxes payable by Executive on any payment or acceleration right pursuant to this Agreement or any Other Company Obligation which is treated as an excess parachute payment, plus (2) the additional Excise Taxes, federal and state income taxes and employment taxes to the extent such taxes are imposed in respect of the Additional Payment, such that Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating the income taxes attributable to the Additional Payment, the maximum state and federal income tax rates applicable to Executive’s actual income, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state taxes, shall be used. An example of the calculation of an Additional Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest marginal federal income tax rate is 40%, Executive is subject to federal employment taxes at a rate of 2.9% and Executive is not subject to state income taxes. Further assume that Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Additional Payment is thus computed to be $107,817, i.e., the Additional Payment of $107,817, less additional Excise Taxes on the Additional Payment of $21,563 (i.e., 20% x $107,817), income taxes of $43,127 (i.e., 40% x $107,817), employment taxes of $3,127 (i.e., 2.9% x $107,817) yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.

          (c) Executive agrees to reasonably cooperate with the Company to minimize the amount of parachute payments or excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive are not “contingent on a change,” as described in Section 280G(b)(2)(A)(i) of the Code and the regulations thereunder, or that some or all of such payments are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change if such arguments are reasonably available. In the event that the Company is able to establish that the amount of an excess parachute payment is less than

7

originally anticipated by Executive, or if Executive becomes entitled to receive a tax refund with respect to Excise Taxes or Additional Payments, Executive shall refund to the Company any excess Additional Payment to the extent not required to pay Excise Taxes, income or employment taxes (including those incurred in respect of receipt of any Additional Payment). Notwithstanding the foregoing, except as otherwise required by Section 4(g) hereof, Executive shall not be required to take any action which his attorney or tax advisor advises him in writing that exposes him to any penalties imposed by the Code. Executive may require the Company to deliver to Executive an indemnification agreement in form and substance reasonably satisfactory to Executive as a condition to taking any action required by this subsection (c).

          (d) The Company shall make the Additional Payments required to be made under this Section 4 not less than thirty (30) days before the Excise Tax with respect to any excess parachute payment to which Section 4(a) is applicable is due and in no event later than the end of Executive’s taxable year next following the taxable year in which Executive (or, if applicable, the Company) remits the related taxes. Any Additional Payment required to be paid by the Company under this Section 4 which is not paid within thirty (30) days of receipt by the Company of Executive’s written demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at a variable rate equal to the prime rate, as reported in the Wall Street Journal “Money Rates” from time to time (the “Prime Rate”) from the date such Additional Payment becomes delinquent to the date of payment of such delinquent sum with interest.

          (e) In the event that there is any change to the Code which results in the recodification of Section 280G or Section 4999 of the Code, or in the event that either such sections of the Code is amended, replaced or supplemented by other provisions of the Code having a similar effect (“Successor Provisions”), then this Agreement shall be applied and enforced with respect to such new Code provisions in a manner consistent with the intent of the parties as expressed herein, which is to assure that Executive is in the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 (or any Successor Provisions) had not been imposed on any payments due him pursuant to this Agreement and any Other Company Obligation.

          (f) All determinations required to be made under this Section 4 including, without limitation, whether an Additional Payment is required, and the amount of such Additional Payment and the assumptions to be utilized in arriving at such determinations, unless otherwise expressly set forth in this Agreement, shall be made within forty-five (45) days from the date of the Change of Control by the independent tax consultant(s) selected by the Company and reasonably acceptable to Executive (“Tax Consultant”). The Tax Consultant must be a qualified tax attorney or certified public accountant. All fees and expenses of the Tax Consultant shall be paid in full by the Company.

          (g) The Company and Executive shall report the federal and state tax consequences of any payment or acceleration right subject to Section 4(a) above in good

8

faith and in a manner reasonably consistent with determinations made by the Tax Consultant. Executive shall not take a position inconsistent with such determinations by Tax Consultant in any proceeding related to the determination of any tax unless otherwise agreed to in writing by the Company. If Executive’s tax advisor reasonably believes that a position with respect to any payment or acceleration right subject to Section 4(a) could expose Executive to penalties under the Code, Executive shall not be required to report such payment or acceleration right consistent with such position unless the Company causes the Tax Consultant to provide Executive with a “more likely than not” opinion reasonably satisfactory to Executive’s tax advisor. Upon receipt of such tax opinion, Executive shall report the federal and state income tax consequences of the payment or acceleration right subject to the opinion in a manner consistent with the opinion, and shall take no position inconsistent with the opinion in any proceeding related to the determination of any tax unless otherwise agreed to in writing by the Company.

          (h) The Company shall indemnify and hold harmless the Executive, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities (“Losses”) incurred by Executive with respect to the exercise by the Company of any of its rights under this Section 4, including, without limitation, any Losses related to the Company’s decision to contest a claim of any imputed income, or otherwise with respect to Executive’s liability for any Excise Tax, or any losses related to any erroneous determination made by the Tax Consultant pursuant of subsection (f) of this Section 4. The Company shall pay all fees and expenses incurred under this Section 4, and shall promptly reimburse Executive for the reasonable expenses incurred by Executive in connection with any actions taken by the Company or required to be taken by Executive hereunder. Any payments owing to Executive and not made within thirty (30) days of delivery to the Company of evidence of Executive’s entitlement thereto shall be paid to Executive together with interest at the Prime Rate; provided that all such amounts are paid to Executive not later than the end of Executive’s taxable year following the taxable year in which the taxes that are the subject of any such audit or litigation are remitted to the taxing authority or the end of the taxable year immediately following the taxable year in which such audit is completed or there is a final and non-appealable settlement or other resolution of the litigation.

     5. Payments Upon Termination of Employment by Executive for Good Reason.

          (a) The Executive’s employment may be terminated by Executive for Good Reason by providing written notice as required by Section 11(b) within ninety (90) days following Executive’s knowledge of the initial existence of the condition giving rise to Good Reason, setting forth a Date of Termination not less than thirty (30) days or more than sixty (60) days from receipt of such notice, provided that the Company has not remedied the event creating the Good Reason within thirty (30) days of receipt of such notice.

          (b) Termination of employment by the Executive for Good Reason shall be deemed, for purposes of this Agreement, as a termination of employment by the

9

Company without Cause and Executive shall be entitled to the benefits and subject to the obligations of Section 3 hereof.

          (c) The Executive’s mental or physical incapacity following the occurrence of an event described in the definition of Good Reason shall not affect Executive’s ability to terminate employment for Good Reason.

     6. Waiver of “Cut Back” Provisions in SERP and Deferred Comp Plan. This Agreement has been approved by the Compensation Committee of the Board of Directors of the Company and is intended to constitute an agreement which is exempt from the provisions of Section 7.5 of the SERP and Section 6.11 of the EDCP.

     7. Withholding Taxes. The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes that, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

     8. Term of Agreement. This Agreement shall be effective on December 31, 2008, and shall continue in effect until the employment of the Executive terminates, provided that the obligations under Section 3 shall survive without such limitation.

     9. Employment with the Company. Executive agrees that he is an employee-at-will and that nothing in this Agreement shall create any express or implied right of continued employment by the Company. Executive’s employment may be terminated at any time by the Company with or without Cause.

     10. Successors; Binding Agreement.

          (a) This Agreement shall be binding on the Company, its successors and assigns.

          (b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts remain to be payable to Executive hereunder had Executive continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.

     11. Notice.

          (a) For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

10

          If to the Executive: At the last known address shown in the Company’s personnel records.

If to the Company:	Sysco Corporation
	1390 Enclave Parkway
	Houston, TX 77077-2099
	Attention: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

          (b) A written notice terminating Executive’s employment shall set forth the Date of Termination and shall (1) indicate the specific termination provision in this Agreement relied upon, (2) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (3) specify the termination date (which date shall be not less than fifteen (15) (thirty (30) days if the Executive is terminating his employment for Good Reason) nor more than sixty (60) days after the giving of such notice). The failure by the Company or Executive to set forth in such notice any fact or circumstance which contributes to a showing of Cause, Good Reason, or Permanent Disability shall not waive any right of the Company or Executive from asserting such fact or circumstances in enforcing the Company’s or Executive’s rights hereunder.

     12. Post Termination Employment. Executive shall not be obligated to seek or accept other employment or take other action to mitigate of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.

     13. Reimbursement of Legal and Advisory Expenses. The Company will reimburse Executive for the legal and advisory fees incurred by Executive in connection with the negotiation and execution of this Agreement.

     14. Resolution of Disputes.

          (a) If a legally cognizable dispute arises out of or relates to this Agreement or the breach, termination, or validity thereof, and if said dispute cannot be settled through direct discussions, the parties agree to resolve the dispute by binding arbitration before the American Arbitration Association (“AAA”). Arbitration proceedings shall be held in Houston, Texas, or at such other place as may be selected by the mutual agreement of the parties. The arbitration shall proceed in accordance with the Employment Dispute Resolution Rules of the AAA in effect on the date of this Agreement, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

          (b) Disputes subject to binding arbitration pursuant to this section include all tort and contract claims, as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances, including but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair

11

Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; the Civil Rights Act of 1866, as amended; and the Employee Retirement Income Security Act of 1974. Disputes subject to binding arbitration pursuant to this section also include claims against the Company’s parent and subsidiaries, and affiliated and successor companies, and claims against the Company that include claims against the Company’s agents and employees, in their capacity as such and otherwise.

          (c) The arbitration award shall be in writing and shall specify the factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to the laws of the State of Delaware or, if applicable, federal law. The arbitrator shall have the authority to award any remedy or relief that a federal or state court within the State of Delaware could order or grant, including without limitation, specific performance of any obligation created under this Agreement; an award of punitive, exemplary, statutory, or compensatory damages; the issuance of an injunction or other provisional relief; or the imposition of sanctions for abuse or frustration of the arbitration process.

          (d) Each party shall pay for its own fees and expenses of arbitration including the expense of its own counsel, experts, witnesses and preparation and presentation of evidence, except that the cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, however, that all reasonable costs and fees necessarily incurred by any party are subject to reimbursement from the other party as part of any award of the arbitrator.

          (e) By initialing below, Executive and the Company acknowledge that each has read the provisions of this Section 14 and agree to arbitration as provided herein. (A duly authorized officer of the Company shall provide his or her initials on behalf of the Company.)

SYSCO CORPORATION		EXECUTIVE
BY:	/s/ MCN	/s/ RJS

     15. Cooperation and Non-Disparagement.

          (a) If Executive’s employment is terminated with or without Cause, Executive agrees to cooperate to the extent and in the manner requested by the Company at the Company’s expense, in the prosecution or defense of any actual, threatened or potential claims, litigation or other proceeding involving the Company including meeting with the Company and its counsel at their request for interviews. The Company, its management and its counsel shall cooperate fully with Executive as to the level of interference with Executive’s other business and personal commitments so as to minimize the level of inconvenience to Executive. To the extent reasonably possible, Executive’s services shall be rendered by personal consultation at Executive’s residence or office, wherever maintained, or by correspondence through the mails, telephone,

12

facsimile or electronic mail, including weekends and evenings, as may be most convenient to Executive. Executive shall not be obligated to (i) occupy any office of the Company or any of its subsidiaries, or (ii) render any services whatsoever to the Company or any of its subsidiaries other than those specified in this Section 15. The Company shall reimburse Executive for all documented out-of-pocket expenses reasonably incurred by Executive in complying with Executive’s obligations hereunder, in accordance with the Company’s normal expense reimbursement policies for senior executives.

          (b) If Executive’s employment is terminated with or without Cause, Executive and the Company agree that neither shall make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of the other except in connection with legal proceedings. In the event that Executive becomes legally compelled to disclose information that may be disparaging to the Company, or detrimental to the business or business relationships of the Company, he shall provide the Company with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order remedy is not obtained, or that the party about whom the disclosure is to be made waives compliance with the provisions of this Agreement, Executive will furnish only such information that he is advised by written opinion of counsel (such counsel’s opinion to be obtained at the expense of the party seeking the protective order) is legally required and will exercise his best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded any confidential information. This Section 15 shall not apply to disparaging comments or accusations made in testimony or pleadings in connection with any claims asserted by Executive in a court of law. If Executive shall violate this Section 15(b) he shall forfeit all amounts thereafter due under Sections 3(a) and (b) hereof.

     16. Governing Law. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Delaware without regard to the principle of conflicts of laws.

     17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

     18. Severability. Provided the other provisions of this Agreement do not frustrate the purpose and intent of the law, in the event that any portion of this Agreement shall be determined to be invalid or unenforceable to any extent, the same shall to that extent be deemed severable from this Agreement and the invalidity or unenforceability thereof shall not affect the validity and enforceability of the remaining portion of this Agreement.

13

     19. Section 409A Compliance.

          (a) This Agreement is intended to comply with, or otherwise be exempt from Section 409A and any regulations and Treasury guidance promulgated thereunder.

          (b) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A.

          (c) The Company makes no representation or warranty as to the tax effect of any of the preceding provisions and the provisions of this Agreement shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive or any other person for any payment made under this Agreement, which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A.

     20. Miscellaneous. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries under any other employee benefit plan or compensation program of the Company, except as herein specifically provided.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

SYSCO CORPORATION		EXECUTIVE
By:	/s/ Michael C. Nichols	/s/ Richard J. Schnieders
	Michael C. Nichols
	Sr. Vice President & General Counsel

14

EXHIBIT A

FORM OF
MUTUAL RELEASE

     THIS MUTUAL RELEASE (the “Agreement”) is entered into by and between SYSCO Corporation, a Delaware corporation (the “Company”) and                     , a resident of the state of                      (“Executive”), as of the Effective Date of the Agreement, as defined below.

WITNESSETH

     Executive and Company are parties to that certain First Amended and Restated Executive Severance Agreement dated                                          (“Severance Agreement”).

     Executive and Company are terminating their employment relationship, subject to the terms hereof; and

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

     1. Termination of Employment. The parties hereto hereby acknowledge and agree that Executive’s employment with Company will automatically terminate as of the close of business on                                         .

     2. Specific Consideration. In exchange for the releases provided hereunder and other good and valuable consideration, and upon the execution of this Agreement, Executive shall be paid the amounts and receive the benefits as provided under the Severance Agreement. Executive agrees that no further amount is or shall be due or claimed to be due from Company and/or from any other person or entity released in paragraph 4 below except for any payments and benefits due under the Severance Agreement and under any other written Company benefit plans, such as the Sysco Corporation Supplemental Executive Retirement Plan, the Sysco Corporation Executive Deferred Compensation Plan, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.

     3. Acknowledgment. Executive acknowledges that he has thoroughly discussed all aspects of this Agreement with his attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is voluntarily entering into this Agreement. Executive hereby waives the requirement under the Older Worker’s Benefits Protection Act that Executive has twenty-one (21) days to review and consider this Agreement before executing it. Executive acknowledges and understands that he shall have seven (7) days after signing this Agreement during which he may revoke this Agreement by providing written notice to Company within seven (7) days following its execution. Any notice of revocation of this Agreement shall not be effective unless given in writing and received by Company within the seven-day revocation period via personal delivery, overnight courier, or certified U.S. mail, return receipt requested, to SYSCO Corporation, 1390 Enclave Parkway, Houston, TX 77077-2099, Attention: General Counsel. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND

15

ENFORCEABLE UNTIL SUCH SEVEN (7) DAY PERIOD HAS EXPIRED. IF EMPLOYEE REVOKES THIS AGREEMENT WITHIN SUCH SEVEN (7) DAY PERIOD, EMPLOYEE WILL NOT BE ENTITLED TO RECEIVE ANY OF THE RIGHTS AND BENEFITS DESCRIBED HEREIN OR UNDER THE SEVERANCE AGREEMENT.

     4. Release of Claims by Executive. In consideration of the covenants from Company to Executive set forth herein and in the Severance Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the “Derivative Claimants” and each a “Derivative Claimant”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees” and each a “Releasee”), or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys’ fees and costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, 42 U.S.C. Sections 1981, 1983, or 1985, the Vocational Rehabilitation Act of 1977, the Americans with Disabilities Act, the Family and Medical Leave Act or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a “Claim”); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns (x) arising under any claims under the Severance Agreement or under any other written Company benefit plans, such as the Sysco Corporation Supplemental Executive Retirement Plan, the Sysco Corporation Executive Deferred Compensation Plan, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof or (y) to defend and indemnify Executive to the maximum extent that directors and officers of corporations are

16

permitted to be indemnified under Delaware law for all costs of litigation and any judgment or settlement amount paid.

     5. Release of Unknown Claims by Executive. Executive recognizes that he may have some claim, demand, or cause of action against the Releasees relating to any Claim of which he is totally unaware and unsuspecting and which is given up by the execution of this Agreement. It is Executive’s intention in executing this Agreement with the advice of legal counsel that this Agreement will deprive him of any such Claim and prevent Executive or any Derivative Claimant from asserting the same. The provisions of any local, state, federal, or foreign law, statute, or judicial decision providing in substance that this Agreement shall not extend to such unknown or unsuspecting claims, demands, or damages, are hereby expressly waived.

     6. Release of Executive by Company. In consideration of the covenants from Executive to Company set forth herein and in the Severance Agreement, the receipt and sufficiency of which is hereby acknowledged, the Company, its assigns and successors in interest, hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Executive, his heirs, devisees, legatees, executors, administrations, personal and legal representatives, or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys’ fees and costs incurred), of any nature whatsoever (a “Claim”), arising prior to the date hereof out of events, occurrences or omissions actually known to the Company on the date hereof. The burden of proving the actual knowledge of the Company of such events, occurrences or omissions giving rise to a Claim against Executive shall be the Executive’s burden, and shall only be established by the actual, conscious knowledge of an officer of the Company who is an Executive Vice President of the Company or higher.

     7. No Assignment. Executive represents and warrants that he has not assigned or transferred, or purported to assign or transfer, to any person, entity, or individual whatsoever, any of the Claims released herein. Executive agrees to indemnify and hold harmless the Releasees against any Claim based on, arising out of, or due to any such assignment or transfer.

     8. Indemnification. In furtherance of the foregoing, Executive agrees on behalf of himself and the Derivative Claimants not to sue or prosecute any matter against any Releasee with respect to any Claim and agrees to hold each Releasee harmless with respect to any such suit or prosecution in contravention of this Section 8. The Company agrees on behalf of itself and its successors and assigns not to sue or prosecute any matter against Executive with respect to any Claim and agrees to hold Executive harmless with respect to any such suit or prosecution in contravention of this Section 8. Executive understands that if this Agreement were not signed, he would have the right voluntarily to assist other individuals or entities in bringing Claims against the Releasees. Executive hereby waives that right and hereby agrees that he will not voluntarily provide any such assistance. To the extent that applicable law prohibits Executive from waiving his right to bring and/or participate in the investigation of a Claim, Executive nevertheless waives his right to seek or accept any damages or relief in any such proceeding.

17

     9. Representation Regarding Knowledge of Trade Secrets and/or Inventions. Executive hereby acknowledges and confirms that he has no right, claim or interest to any property, invention, trade secret, information or other asset used in the business of Company and that all such property, inventions, trade secrets, information and other assets used in the business of Company are owned by Company or its affiliates or licensed to Company or its affiliates by third parties not affiliated with Executive.

     10. Return of Company Property and Proprietary Information. (a) Executive further promises, represents and warrants that Executive has returned or will return to                      [identify designee] by no later than upon the execution of this Agreement by Executive: (a) all property of Company, including, but not limited to, any and all files, records, credit cards, keys, identification cards/badges, computer access codes, computer programs, instruction manuals, equipment (including computers) and business plans; (b) any other property which Executive prepared or helped to prepare in connection with Executive’s employment with Company; and (c) all documents, including logs or diaries, all tangible materials, including audio and video tapes, all intangible materials (including computer files), and any and all copies or duplicates of any such tangible or intangible materials, including any duplicates, copies, or transcriptions made of audio or video tapes, whether in handwriting or typewritten, that are in the possession, custody or control of Executive or his attorneys, agents, family members, or other representatives, which are alleged to support in any way any of the claims Executive has released under this Agreement.

     (b) The foregoing representation shall include all Proprietary Information of Company and Company. With respect to Proprietary Information, Executive warrants, represents, and covenants to return such Proprietary Information on or before the close of business on                                         . As used herein, “Proprietary Information” means information in written form or electronic media, including but not limited to technical and non-technical data, lists, training manuals, training systems, computer based training modules, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes and plans regarding Company or its affiliates, clients, prospective clients, methods of operation, billing rates, billing procedures, suppliers, business methods, finances, management, or any other business information relating to Company or its affiliates (whether constituting a trade secret or proprietary or otherwise) which has value to Company or its affiliates and is treated by Company or its affiliates as being confidential; provided; however, that Proprietary Information shall not include any information that has been voluntarily disclosed to the public by Company or its affiliates (except where such public disclosure has been made without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Proprietary Information does include information which has been disclosed to Company or its affiliates by a third party and which Company or its affiliates are obligated to treat as confidential. Proprietary Information may or may not be marked by Company or its affiliates as “proprietary” or “secret” or with other words or markings of similar meaning, and the failure of Company to make such notations upon the physical embodiments of any Proprietary Information shall not affect the status of such information as Proprietary Information.

18

     11. COBRA. Company will provide Executive with a separate notification about his rights under COBRA to elect to continue group health insurance benefits for a specified time as provided under Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”).

     12. General Provisions.

     (a) This Agreement and the covenants, representations, warranties and releases contained herein shall inure to the benefit of and be binding upon Executive and Company and each of their respective successors, heirs, assigns, agents, affiliates, parents, subsidiaries and representatives.

     (b) Each party acknowledges that no one has made any representation whatsoever not contained herein concerning the subject matter hereof to induce the execution of this Agreement. Executive acknowledges that the consideration for signing this Agreement is a benefit to which Executive would not have been entitled had Executive not signed this Agreement.

     (c) Except in the event that Company publicly files this Agreement or otherwise publicly discloses its terms and conditions, Executive agrees that the terms and conditions of this Agreement, including the consideration hereunder shall not be disclosed to anyone and shall remain confidential and not disseminated to any person or entity not a party to this Agreement except to family members, legal counsel, an accountant for purposes of securing tax advice; the Internal Revenue Service, or the state taxing agencies.

     (d) The “Effective Date” of this Agreement shall be the eighth (8^th) day after the execution of the Agreement by Executive.

     (e) This Agreement does not constitute an admission of any liability.

     (f) The parties hereto and each of them agrees and acknowledges that if any portion of this Agreement is declared invalid or unenforceable by a final judgment of any court of competent jurisdiction, such determination shall not affect the balance of this Agreement, which shall remain in full force and effect. Any such invalid portion shall be deemed severable.

     (g) Neither this Agreement nor any provision hereof may be modified or waived in any way except by an agreement in writing signed by each of the parties hereto consenting to such modification or waiver.

     (h) Except for the Severance Agreement, the other agreements specified herein and other than as expressly provided herein, the parties hereto acknowledge and agree that this Agreement supercedes all prior agreements or other arrangements by and between Company and Executive with respect to compensation and benefits payable by Company to Executive, including all of Company’s payment obligations for compensation set forth in any employment agreement between the parties, and that such prior agreements or arrangements with respect to compensation and benefits payable by Company to Executive shall upon the execution and delivery hereof by the parties hereto be null and void and of no force and effect whatsoever.

This Agreement shall in all respects be interpreted, enforced and governed under the internal laws (and not the conflicts of laws and rules) of Delaware.

19

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

EXECUTIVE ATTESTS THAT HE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

NOTICE — THIS AGREEMENT CONTAINS A WAIVER OF RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT

EXECUTED THIS                      DAY OF                                         , 200__.

EXECUTIVE:                                                                                                   

Print Name:                                         

Sworn to and subscribed before me this                      day of                                         , 200__.

Notary Public

EXECUTED THIS                      DAY OF                     , 200__.

Company: SYSCO Corporation

By:                                         

Its:                                         

20

EX-10.5

Exhibit 10.5

FIRST AMENDED AND RESTATED
EXECUTIVE SEVERANCE AGREEMENT

     THIS FIRST AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is entered into as of the 23rd day of December, 2008 by and between Sysco Corporation, a Delaware corporation (the “Company”), and Kenneth F. Spitler (“Executive”).

WITNESSETH

     WHEREAS, the Company and Executive are parties to that certain Executive Severance Agreement dated as of July 14, 2004, as amended by that certain First Amendment to the Executive Severance Agreement dated as of September 3, 2004, (the “Current Agreement”); and

     WHEREAS, the American Jobs Creation Act of 2004 added Section 409A to the Internal Revenue Code of 1986, as amended (the “Code”), and Section 409A of the Code (“Section 409A”) imposes certain restrictions on compensation deferred on and after January 1, 2005; and

     WHEREAS, the Treasury Regulations promulgated under Section 409A which become effective as of January 1, 2009, require all deferred compensation arrangements, including certain provisions of the Current Agreement, to be in documentary compliance with the requirements of Section 409A on or before December 31, 2008; and

     WHEREAS, the Company and Executive desire to amend and restate the Current Agreement to comply with Section 409A and to make certain other changes and clarifications to the Current Agreement; and

     WHEREAS, the Compensation Committee of the Board has authorized the Company to enter into this Agreement.

     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Executive hereby agree as follows:

     1. Definitions: As used in this Agreement, the following terms shall have the respective meanings set forth below:

          (a) “Board” means the Board of Directors of the Company.

          (b) “Cause” as determined by the Board in good faith, means: (1) a material breach by Executive of the duties and responsibilities of Executive or any written policies or directives of the Company (other than as a result of incapacity due to physical or mental illness) which is (i) willful or involves gross negligence, and (ii) not remedied within fifteen (15) days after receipt of written notice from the Company which specifically identifies the manner in which such breach has occurred; (2) Executive

1

commits any felony or any misdemeanor involving willful misconduct (other than minor violations such as traffic violations) that causes damage to the property, business or reputation of the Company, as determined in good faith by the Board; (3) Executive engages in a fraudulent or dishonest act, as determined in good faith by the Board; (4) Executive engages in habitual insobriety or the use of illegal drugs or substances; or (5) Executive breaches his fiduciary duties to the Company, as determined in good faith by the Board. The Company must notify Executive of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

          (c) “Date of Termination” means the effective date on which Executive’s employment by the Company is terminated as specified in a prior written notice from the Company to Executive or from Executive to the Company, as the case may be, pursuant to Section 11(b) hereof.

          (d) “Good Reason” means (i) the Company’s demotion of the Executive to a lesser position than the position in which he is serving prior to such demotion; (ii) the assignment to Executive of duties materially inconsistent with his position or material reduction of the Executive’s duties, responsibilities or authority, in either case without the Executive’s prior written consent; (iii) any reduction in Executive’s base salary without the Executive’s prior consent unless other executives who are parties to agreements similar to this one also suffer a comparable reduction in their base salaries; or (iv) unless agreed to by Executive, the relocation of Executive’s principal place of business outside of the metropolitan area of Houston, Texas, in each case not remedied by the Company within fifteen (15) days after receipt by the Company of written notification from Executive as provided in Section 11(b) which specifically identifies the Good Reason. The Executive must notify Company of any event that constitutes Good Reason within ninety (90) days following Executive’s knowledge of its existence or such event shall not constitute Good Reason under this Agreement.

          (e) “Management Incentive Plan” means the Sysco Corporation 2000 Management Incentive Plan, the Sysco Corporation 2005 Management Incentive Plan or such plan’s successor or replacement plan; as such plans may be amended from time to time.

          (f) “Permanent Disability” means the failure of the Executive to perform the Executive’s duties with the Company on a full-time basis as a result of an incapacity due to mental or physical illness and such incapacity results in Executive being eligible for and entitled to receive disability payments under the Disability Income Plan sponsored by the Company.

          (g) “Specified Employee” means a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code. By way of clarification, “specified employee” means a “key employee” (as defined in Section 416(i) of the Code, disregarding Section 416(i)(5) of the Code) of the Company. Executive shall be treated as a key employee if the Executive meets the requirement of Section 416(i)(1)(A)(i), (ii), or (iii) of the Code at any time during the twelve (12) month period ending on an “identification date”. If

2

Executive is a key employee as of an identification date, he shall be treated as a Specified Employee for the twelve (12) month period beginning on the first day of the fourth month following such identification date. For purposes of any “Specified Employee” determination hereunder, the “identification date” shall mean the last day of the calendar year.

     2. Payments Upon Termination of Employment by Death, Permanent Disability, for Cause or Executive’s Resignation without Good Reason.

          (a) The Executive’s employment shall terminate automatically upon the Executive’s death during the period of his employment or resignation without Good Reason.

          (b) If Executive resigns as an employee without Good Reason prior to reaching age 60, notwithstanding anything contained in the Sysco Corporation Supplemental Executive Retirement Plan (the “SERP”) to the contrary, Executive shall forfeit all benefits under the SERP. For purposes of this Section 2(b), Executive’s termination of employment by reason of death or Permanent Disability shall not be deemed a “resignation.”

          (c) If the Company determines in good faith that a Permanent Disability of the Executive has occurred while Executive is employed, it may give the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the day specified in such notice to the Executive.

          (d) In the event the Executive dies, becomes Permanently Disabled during the period of his employment, resigns without Good Reason or the Company terminates Executive’s employment for Cause by giving written notice as provided in Section 11(b), the Company shall have no obligation to make any severance payments or provide any severance benefits to Executive pursuant to this Agreement. Executive shall be paid his base salary through the date of death or the effective date of the resignation without Good Reason or the Date of Termination and the amounts that would be owed under Section 3(a)(2) hereof.

     3. Payments Upon Termination of Employment by Company Without Cause.

          (a) If the Company terminates the employment of Executive without Cause, Executive shall be paid his base salary through the date of Termination. If Executive executes and provides to the Company and does not revoke a release substantially in the form attached hereto as Exhibit A, then, subject to Section 3(e) and the terms of the governing plan documents referenced in Sections 3(a)(4) and (5), on the date sixty (60) days following Executive’s Date of Termination (the “Payment Forfeiture Date”), the Company shall provide (or begin to provide, as applicable) to the Executive the payments and benefits described in paragraphs (1) through (5) below. Notwithstanding any provision in this Agreement to the contrary, however, none of the payments or benefits described in paragraphs (1) through (5) below shall be made prior to

3

the Company’s receipt of such executed release and the lapse of any revocation period provided for in such release, and if Executive does not provide to the Company such executed release or revokes such executed release on or before the Payment Forfeiture Date, Executive shall forfeit any and all rights to such payments:

               (1) The Company shall pay to Executive (or Executive’s beneficiary or estate), subject to Section 3(b) hereof, commencing on the Payment Forfeiture Date, as compensation for services rendered to the Company, a monthly payment for twenty-four (24) months equal to the sum of:

                    (i) Executive’s monthly base salary (before any elective deferrals under any Company plans) in effect on the Date of Termination, plus;

                    (ii) An amount equal to one twelfth (1/12) of the average annual bonus paid to Executive under the Management Incentive Plan (before any elective deferrals under any Company plans) for the preceding five (5) fiscal years ended prior to the Date of Termination; and

                    (iii) An amount equal to the monthly cost to Executive for continued coverage under the Company’s group health benefit insurance plans under Section 4980B of the Internal Revenue Code of 1986 (COBRA), regardless of whether Executive elects to be covered by COBRA.

               (2) On the Payment Forfeiture Date, the Company shall pay to Executive any unpaid bonuses earned in a fiscal year ended prior to the Date of Termination, accrued but unused vacation time and any unreimbursed business expenses owed under the Company’s expense reimbursement policies.

               (3) On the date sixty (60) days following the end of the fiscal year during which the Date of Termination occurs, the Company shall pay to Executive a fraction of the bonus the Executive would have earned for such fiscal year (excluding any deferred or matching amounts to which he would have been entitled) under the Management Incentive Plan had Executive not been terminated, as determined by the Company, in its sole discretion, the numerator of such fraction being the number of days in the fiscal year prior to the Date of Termination and the denominator being 365.

               (4) If the Date of Termination occurs before Executive has reached the age of sixty (60), then for purposes of determining Executive’s vested percentage under the SERP and for no other reason, notwithstanding Executive’s actual age, he shall be deemed to be sixty (60) years of age as of the Date of Termination and entitled to the benefits under the SERP in the amounts and at the times specified under the terms of the SERP then in effect.

               (5) If the Date of Termination occurs before Executive has reached the age of sixty (60), Executive shall be entitled to receive 100% of the unvested benefits (in addition to all vested benefits) under the Sysco Corporation Executive Deferred Compensation Plan (“EDCP”) and shall be entitled to receive the payment of

4

such benefits at the time(s) specified under the terms of the EDCP then in effect pursuant to Executive’s distribution election then in effect under the EDCP.

          (b) Notwithstanding the provisions of Section 3(a), if at any time within the two (2) years following the Date of Termination, Executive, without the prior written consent of the Company, directly or indirectly owns, operates, manages, controls or participates in the ownership, management, operation or control of or is employed by, or is paid as a consultant or other independent contractor to, a business which competes with the Company (or any subsidiary of the Company) in a trade area served by the Company (or a subsidiary of the Company) as of the date of this Agreement, and the Executive continues to be so engaged sixty (60) days after written notice has been given to him to cease such activity, he shall forfeit all amounts thereafter due the Executive under Section 3(a) hereof.

          (c) Any amounts paid pursuant to Section 3(a) herein shall be in lieu of any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any severance plan or policy of the Company. For purposes of this Agreement, benefits under the SERP and EDCP shall not be considered severance, salary or bonus continuation payments.

          (d) Notwithstanding anything to the contrary contained herein, to the extent any portion of the bonuses payable to Executive pursuant to Sections 3(a)(2) or 3(a)(3) herein are subject to bonus deferral elections under the EDCP such amounts shall continue to be deferred under the EDCP and shall be paid to Executive at the time or times provided under the EDCP.

          (e) The following rules shall apply with respect to the distribution of payments and benefits, if any, to be provided to Executive under Section 3(a)(1) of this Agreement, as applicable:

               (1) Notwithstanding anything to the contrary contained herein, no payments shall be made to Executive upon Executive’s termination of employment from the Company under this Agreement unless such termination of employment is a “separation from service” under Section 409A. For purposes of this Agreement, Executive shall have experienced a “separation from service” as a result of a termination of employment if the level of bona fide services performed by Executive decreases to a level equal to twenty-five percent (25%) or less of the average level of services performed by Executive during the immediately preceding thirty-six (36) month period, taking into account any periods of performance excluded by Section 409A;

               (2) It is intended that each installment of the payments and benefits provided under Section 3(a)(1) shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A;

5

               (3) If, as of the date of the “separation from service” of the Executive from the Company, the Executive is not a Specified Employee, then each installment of the payments and benefits shall be made on the dates and terms set forth in Section 3(a)(1), as applicable;

               (4) If, as of the date of the “separation from service” of the Executive from the Company, Executive is a Specified Employee, then each installment of the payments and benefits under Section 3(a)(1) that would, absent this subsection, be paid within the six-month period following the separation from service of the Executive from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during such six-month period and paid in a lump sum on the date that is six months and one day following the Executive’s separation from service and any subsequent installments being paid in accordance with the dates and terms set forth herein.

     4. Requirement of an Additional Payment in Certain Circumstances.

          (a) In the event all or any portion of a payment or acceleration right pursuant to this Agreement, or any other agreement, plan, instrument or obligation to which Executive is a party or of which Executive is a beneficiary (an “Other Company Obligation”) is treated as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) which is subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, the Company shall make the Additional Payment (defined below) either directly to Executive in cash or, with respect to Excise Taxes or other taxes subject to withholding, by payment of such taxes to the appropriate taxing authority on Executive’s behalf, notwithstanding any contrary provision in this Agreement or any Other Company Obligation.

          (b) The term “Additional Payment” means a payment in an amount equal to the sum of (1) the Excise Taxes payable by Executive on any payment or acceleration right pursuant to this Agreement or any Other Company Obligation which is treated as an excess parachute payment, plus (2) the additional Excise Taxes, federal and state income taxes and employment taxes to the extent such taxes are imposed in respect of the Additional Payment, such that Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating the income taxes attributable to the Additional Payment, the maximum state and federal income tax rates applicable to Executive’s actual income, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state taxes, shall be used. An example of the calculation of an Additional Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest marginal federal income tax rate is 40%, Executive is subject to federal employment taxes at a rate of 2.9% and Executive is not subject to state income taxes. Further assume that Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Additional Payment is thus computed to be $107,817, i.e., the Additional Payment of $107,817, less additional Excise Taxes on the Additional Payment

6

of $21,563 (i.e., 20% x $107,817), income taxes of $43,127 (i.e., 40% x $107,817), employment taxes of $3,127 (i.e., 2.9% x $107,817) yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.

          (c) Executive agrees to reasonably cooperate with the Company to minimize the amount of parachute payments or excess parachute payments, including, without limitation, assisting the Company in establishing that some or all of the payments received by Executive are not “contingent on a change,” as described in Section 280G(b)(2)(A)(i) of the Code and the regulations thereunder, or that some or all of such payments are reasonable compensation for personal services actually rendered by Executive before the date of such change or to be rendered by Executive on or after the date of such change if such arguments are reasonably available. In the event that the Company is able to establish that the amount of an excess parachute payment is less than originally anticipated by Executive, or if Executive becomes entitled to receive a tax refund with respect to Excise Taxes or Additional Payments, Executive shall refund to the Company any excess Additional Payment to the extent not required to pay Excise Taxes, income or employment taxes (including those incurred in respect of receipt of any Additional Payment). Notwithstanding the foregoing, except as otherwise required by Section 4(g) hereof, Executive shall not be required to take any action which his attorney or tax advisor advises him in writing that exposes him to any penalties imposed by the Code. Executive may require the Company to deliver to Executive an indemnification agreement in form and substance reasonably satisfactory to Executive as a condition to taking any action required by this subsection (c).

          (d) The Company shall make the Additional Payments required to be made under this Section 4 not less than thirty (30) days before the Excise Tax with respect to any excess parachute payment to which Section 4(a) is applicable is due and in no event later than the end of Executive’s taxable year next following the taxable year in which Executive (or, if applicable, the Company) remits the related taxes. Any Additional Payment required to be paid by the Company under this Section 4 which is not paid within thirty (30) days of receipt by the Company of Executive’s written demand therefor shall thereafter be deemed delinquent, and the Company shall pay to Executive immediately upon demand interest at a variable rate equal to the prime rate, as reported in the Wall Street Journal “Money Rates” from time to time (the “Prime Rate”) from the date such Additional Payment becomes delinquent to the date of payment of such delinquent sum with interest.

          (e) In the event that there is any change to the Code which results in the recodification of Section 280G or Section 4999 of the Code, or in the event that either such sections of the Code is amended, replaced or supplemented by other provisions of the Code having a similar effect (“Successor Provisions”), then this Agreement shall be applied and enforced with respect to such new Code provisions in a manner consistent with the intent of the parties as expressed herein, which is to assure that Executive is in the same after-tax position and has received the same benefits that he would have been in and received if any taxes imposed by Section 4999 (or any Successor Provisions) had not been imposed on any payments due him pursuant to this Agreement and any Other Company Obligation.

7

          (f) All determinations required to be made under this Section 4 including, without limitation, whether an Additional Payment is required, and the amount of such Additional Payment and the assumptions to be utilized in arriving at such determinations, unless otherwise expressly set forth in this Agreement, shall be made within forty-five (45) days from the date of the Change of Control (and, as necessary, after the date of a subsequent payment under this Agreement) by the independent tax consultant(s) selected by the Company and reasonably acceptable to Executive (“Tax Consultant”). The Tax Consultant must be a qualified tax attorney or certified public accountant. All fees and expenses of the Tax Consultant shall be paid in full by the Company.

          (g) The Company and Executive shall report the federal and state tax consequences of any payment or acceleration right subject to Section 4(a) above in good faith and in a manner reasonably consistent with determinations made by the Tax Consultant. Executive shall not take a position inconsistent with such determinations by Tax Consultant in any proceeding related to the determination of any tax unless otherwise agreed to in writing by the Company. If Executive’s tax advisor reasonably believes that a position with respect to any payment or acceleration right subject to Section 4(a) could expose Executive to penalties under the Code, Executive shall not be required to report such payment or acceleration right consistent with such position unless the Company causes the Tax Consultant to provide Executive with a “more likely than not” opinion reasonably satisfactory to Executive’s tax advisor. Upon receipt of such tax opinion, Executive shall report the federal and state income tax consequences of the payment or acceleration right subject to the opinion in a manner consistent with the opinion, and shall take no position inconsistent with the opinion in any proceeding related to the determination of any tax unless otherwise agreed to in writing by the Company.

          (h) The Company shall indemnify and hold harmless the Executive, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities (“Losses”) incurred by Executive with respect to the exercise by the Company of any of its rights under this Section 4, including, without limitation, any Losses related to the Company’s decision to contest a claim of any imputed income, or otherwise with respect to Executive’s liability for any Excise Tax, or any losses related to any erroneous determination made by the Tax Consultant pursuant of subsection (f) of this Section 4. The Company shall pay all fees and expenses incurred under this Section 4, and shall promptly reimburse Executive for the reasonable expenses incurred by Executive in connection with any actions taken by the Company or required to be taken by Executive hereunder. Any payments owing to Executive and not made within thirty (30) days of delivery to the Company of evidence of Executive’s entitlement thereto shall be paid to Executive together with interest at the Prime Rate; provided that all such amounts are paid to Executive not later than the end of Executive’s taxable year following the taxable year in which the taxes that are the subject of any such audit or litigation are remitted to the taxing authority or the end of the taxable year immediately following the taxable year in which such audit is completed or there is a final and non-appealable settlement or other resolution of the litigation.

8

     5. Payments Upon Termination of Employment by Executive for Good Reason.

          (a) The Executive’s employment may be terminated by Executive for Good Reason by providing written notice as required by Section 11(b) setting forth a Date of Termination not less than fifteen (15) days or more than sixty (60) days from receipt of such notice, provided that the Company has not remedied the event creating the Good Reason within fifteen (15) days of receipt of such notice.

          (b) Termination of employment by the Executive for Good Reason shall be deemed, for purposes of this Agreement, as a termination of employment by the Company without Cause and Executive shall be entitled to the benefits and subject to the obligations of Section 3 hereof.

          (c) The Executive’s mental or physical incapacity following the occurrence of an event described in the definition of Good Reason shall not affect Executive’s ability to terminate employment for Good Reason.

     6. Waiver of “Cut Back” Provisions in SERP and Deferred Comp Plan. This Agreement has been approved by the Compensation Committee of the Board of Directors of the Company and is intended to constitute an agreement which is exempt from the provisions of Section 7.5 of the SERP and Section 6.11 of the EDCP.

     7. Withholding Taxes. The Company may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes that, by applicable federal, state, local or other law, the Company is required to withhold therefrom.

     8. Term of Agreement. This Agreement shall be effective on December 31, 2008, and shall continue in effect until the employment of the Executive terminates, provided that the obligations under Section 3 shall survive without such limitation.

     9. Employment with the Company. Executive agrees that he is an employee-at-will and that nothing in this Agreement shall create any express or implied right of continued employment by the Company. Executive’s employment may be terminated at any time by the Company with or without Cause.

     10. Successors; Binding Agreement.

          (a) This Agreement shall be binding on the Company, its successors and assigns.

          (b) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts remain to be payable to Executive hereunder had Executive continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.

9

     11. Notice.

          (a) For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) days after deposit in the United States mail, certified and return receipt requested, postage prepaid, addressed as follows:

          If to the Executive: At the last known address shown in the Company’s personnel records.

If to the Company: Sysco Corporation
1390 Enclave Parkway
Houston, TX 77077-2099
Attention: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

          (b) A written notice terminating Executive’s employment shall set forth the Date of Termination and shall (1) indicate the specific termination provision in this Agreement relied upon, (2) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (3) specify the termination date (which date shall be not less than fifteen (15) nor more than sixty (60) days after the giving of such notice). The failure by the Company or Executive to set forth in such notice any fact or circumstance which contributes to a showing of Cause, Good Reason, or Permanent Disability shall not waive any right of the Company or Executive from asserting such fact or circumstances in enforcing the Company’s or Executive’s rights hereunder.

     12. Post Termination Employment. Executive shall not be obligated to seek or accept other employment or take other action to mitigate of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.

     13. Reimbursement of Legal and Advisory Expenses. The Company will reimburse Executive for the legal and advisory fees incurred by Executive in connection with the negotiation and execution of this Agreement.

     14. Resolution of Disputes.

          (a) If a legally cognizable dispute arises out of or relates to this Agreement or the breach, termination, or validity thereof, and if said dispute cannot be settled through direct discussions, the parties agree to resolve the dispute by binding arbitration before the American Arbitration Association (“AAA”). Arbitration proceedings shall be held in Houston, Texas, or at such other place as may be selected by the mutual agreement of the parties. The arbitration shall proceed in accordance with the

10

Employment Dispute Resolution Rules of the AAA in effect on the date of this Agreement, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

          (b) Disputes subject to binding arbitration pursuant to this section include all tort and contract claims, as well as claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances, including but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; the Civil Rights Act of 1866, as amended; and the Employee Retirement Income Security Act of 1974. Disputes subject to binding arbitration pursuant to this section also include claims against the Company’s parent and subsidiaries, and affiliated and successor companies, and claims against the Company that include claims against the Company’s agents and employees, in their capacity as such and otherwise.

          (c) The arbitration award shall be in writing and shall specify the factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to the laws of the State of Delaware or, if applicable, federal law. The arbitrator shall have the authority to award any remedy or relief that a federal or state court within the State of Delaware could order or grant, including without limitation, specific performance of any obligation created under this Agreement; an award of punitive, exemplary, statutory, or compensatory damages; the issuance of an injunction or other provisional relief; or the imposition of sanctions for abuse or frustration of the arbitration process.

          (d) Each party shall pay for its own fees and expenses of arbitration including the expense of its own counsel, experts, witnesses and preparation and presentation of evidence, except that the cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, however, that all reasonable costs and fees necessarily incurred by any party are subject to reimbursement from the other party as part of any award of the arbitrator.

          (e) By initialing below, Executive and the Company acknowledge that each has read the provisions of this Section 14 and agree to arbitration as provided herein. (A duly authorized officer of the Company shall provide his or her initials on behalf of the Company.)

SYSCO CORPORATION		EXECUTIVE
BY:	/s/ Michael C. Nichols	/s/ Kenneth F. Spitler

11

     15. Cooperation and Non-Disparagement.

          (a) If Executive’s employment is terminated with or without Cause, Executive agrees to cooperate to the extent and in the manner requested by the Company at the Company’s expense, in the prosecution or defense of any actual, threatened or potential claims, litigation or other proceeding involving the Company including meeting with the Company and its counsel at their request for interviews. The Company, its management and its counsel shall cooperate fully with Executive as to the level of interference with Executive’s other business and personal commitments so as to minimize the level of inconvenience to Executive. To the extent reasonably possible, Executive’s services shall be rendered by personal consultation at Executive’s residence or office, wherever maintained, or by correspondence through the mails, telephone, facsimile or electronic mail, including weekends and evenings, as may be most convenient to Executive. Executive shall not be obligated to (i) occupy any office of the Company or any of its subsidiaries, or (ii) render any services whatsoever to the Company or any of its subsidiaries other than those specified in this Section 15. The Company shall reimburse Executive for all documented out-of-pocket expenses reasonably incurred by Executive in complying with Executive’s obligations hereunder, in accordance with the Company’s normal expense reimbursement policies for senior executives.

          (b) If Executive’s employment is terminated with or without Cause, Executive and the Company agree that neither shall make any disparaging comments or accusations detrimental to the reputation, business, or business relationships of the other except in connection with legal proceedings. In the event that Executive becomes legally compelled to disclose information that may be disparaging to the Company, or detrimental to the business or business relationships of the Company, he shall provide the Company with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order remedy is not obtained, or that the party about whom the disclosure is to be made waives compliance with the provisions of this Agreement, Executive will furnish only such information that he is advised by written opinion of counsel (such counsel’s opinion to be obtained at the expense of the party seeking the protective order) is legally required and will exercise his best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded any confidential information. This Section 15 shall not apply to disparaging comments or accusations made in testimony or pleadings in connection with any claims asserted by Executive in a court of law. If Executive shall violate this Section 15(b) he shall forfeit all amounts thereafter due under Sections 3(a) and (b) hereof.

     16. Governing Law. The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Delaware without regard to the principle of conflicts of laws.

     17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

12

     18. Severability. Provided the other provisions of this Agreement do not frustrate the purpose and intent of the law, in the event that any portion of this Agreement shall be determined to be invalid or unenforceable to any extent, the same shall to that extent be deemed severable from this Agreement and the invalidity or unenforceability thereof shall not affect the validity and enforceability of the remaining portion of this Agreement.

     19. Section 409A Compliance.

          (a) This Agreement is intended to comply with, or otherwise be exempt from Section 409A and any regulations and Treasury guidance promulgated thereunder.

          (b) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A.

          (c) The Company makes no representation or warranty as to the tax effect of any of the preceding provisions and the provisions of this Agreement shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive or any other person for any payment made under this Agreement, which is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A.

     20. Miscellaneous. No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. Except as otherwise specifically provided herein, the rights of, and benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries pursuant to this Agreement are in addition to any rights of, or benefits payable to, Executive, Executive’s estate or Executive’s beneficiaries under any other employee benefit plan or compensation program of the Company, except as herein specifically provided.

13

          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer of the Company and Executive has executed this Agreement as of the day and year first above written.

SYSCO CORPORATION		EXECUTIVE
BY:	/s/ Michael C. Nichols	/s/ Kenneth F. Spitler
	Michael C. Nichols	Kenneth F. Spitler
	Sr. Vice President, General
	Counsel and Corporate Secretary

14

EXHIBIT A

FORM OF
MUTUAL RELEASE

     THIS MUTUAL RELEASE (the “Agreement”) is entered into by and between SYSCO Corporation, a Delaware corporation (the “Company”) and ___, a resident of the state of ___(“Executive”), as of the Effective Date of the Agreement, as defined below.

WITNESSETH

     Executive and Company are parties to that certain First Amended and Restated Executive Severance Agreement dated ___(“Severance Agreement”).

     Executive and Company are terminating their employment relationship, subject to the terms hereof; and

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

     1. Termination of Employment. The parties hereto hereby acknowledge and agree that Executive’s employment with Company will automatically terminate as of the close of business on ___.

     2. Specific Consideration. In exchange for the releases provided hereunder and other good and valuable consideration, and upon the execution of this Agreement, Executive shall be paid the amounts and receive the benefits as provided under the Severance Agreement. Executive agrees that no further amount is or shall be due or claimed to be due from Company and/or from any other person or entity released in paragraph 4 below except for any payments and benefits due under the Severance Agreement and under any other written Company benefit plans, such as the Sysco Corporation Supplemental Executive Retirement Plan, the Sysco Corporation Executive Deferred Compensation Plan, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof.

     3. Acknowledgment. Executive acknowledges that he has thoroughly discussed all aspects of this Agreement with his attorney, that he has carefully read and fully understands all of the provisions of this Agreement, and that he is voluntarily entering into this Agreement. Executive hereby waives the requirement under the Older Worker’s Benefits Protection Act that Executive has twenty-one (21) days to review and consider this Agreement before executing it. Executive acknowledges and understands that he shall have seven (7) days after signing this Agreement during which he may revoke this Agreement by providing written notice to Company within seven (7) days following its execution. Any notice of revocation of this Agreement shall not be effective unless given in writing and received by Company within the seven-day revocation period via personal delivery, overnight courier, or certified U.S. mail, return receipt requested, to SYSCO Corporation, 1390 Enclave Parkway, Houston, TX 77077-2099, Attention: General Counsel. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND

15

ENFORCEABLE UNTIL SUCH SEVEN (7) DAY PERIOD HAS EXPIRED. IF EMPLOYEE REVOKES THIS AGREEMENT WITHIN SUCH SEVEN (7) DAY PERIOD, EMPLOYEE WILL NOT BE ENTITLED TO RECEIVE ANY OF THE RIGHTS AND BENEFITS DESCRIBED HEREIN OR UNDER THE SEVERANCE AGREEMENT.

     4. Release of Claims by Executive. In consideration of the covenants from Company to Executive set forth herein and in the Severance Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the “Derivative Claimants” and each a “Derivative Claimant”), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Company and each of Company’s directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees” and each a “Releasee”), or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys’ fees and costs incurred), of any nature whatsoever, known or unknown, that Executive now has, owns, or holds, or claims to have, own, or hold, or which Executive at any time heretofore had, owned, or held, or claimed to have, own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other relationship, involving Executive and/or any Releasee, (ii) breach of any express or implied contract, breach of implied covenant of good faith and fair dealing, misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act, 42 U.S.C. Sections 1981, 1983, or 1985, the Vocational Rehabilitation Act of 1977, the Americans with Disabilities Act, the Family and Medical Leave Act or the Fair Credit Reporting Act or any other constitutional, federal, regulatory, state or local law, or under the common law or in equity, and (iii) any other matter (each of which is referred to herein as a “Claim”); provided, however, that nothing contained herein shall operate to release any obligations of Company, its successors or assigns (x) arising under any claims under the Severance Agreement or under any other written Company benefit plans, such as the Sysco Corporation Supplemental Executive Retirement Plan, the Sysco Corporation Executive Deferred Compensation Plan, any 401(k) plan, any pension plan and any similar plan, to the extent Executive is entitled to benefits under the respective terms thereof or (y) to defend and indemnify Executive to the maximum extent that directors and officers of corporations are

16

permitted to be indemnified under Delaware law for all costs of litigation and any judgment or settlement amount paid.

     5. Release of Unknown Claims by Executive. Executive recognizes that he may have some claim, demand, or cause of action against the Releasees relating to any Claim of which he is totally unaware and unsuspecting and which is given up by the execution of this Agreement. It is Executive’s intention in executing this Agreement with the advice of legal counsel that this Agreement will deprive him of any such Claim and prevent Executive or any Derivative Claimant from asserting the same. The provisions of any local, state, federal, or foreign law, statute, or judicial decision providing in substance that this Agreement shall not extend to such unknown or unsuspecting claims, demands, or damages, are hereby expressly waived.

     6. Release of Executive by Company. In consideration of the covenants from Executive to Company set forth herein and in the Severance Agreement, the receipt and sufficiency of which is hereby acknowledged, the Company, its assigns and successors in interest, hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the fullest extent permitted by law, Executive, his heirs, devisees, legatees, executors, administrations, personal and legal representatives, or any of them, from any and all charges, complaints, claims, damages, actions, causes of action, suits, rights, demands, grievances, costs, losses, debts, and expenses (including attorneys’ fees and costs incurred), of any nature whatsoever (a “Claim”), arising prior to the date hereof out of events, occurrences or omissions actually known to the Company on the date hereof. The burden of proving the actual knowledge of the Company of such events, occurrences or omissions giving rise to a Claim against Executive shall be the Executive’s burden, and shall only be established by the actual, conscious knowledge of an officer of the Company who is an Executive Vice President of the Company or higher.

     7. No Assignment. Executive represents and warrants that he has not assigned or transferred, or purported to assign or transfer, to any person, entity, or individual whatsoever, any of the Claims released herein. Executive agrees to indemnify and hold harmless the Releasees against any Claim based on, arising out of, or due to any such assignment or transfer.

     8. Indemnification. In furtherance of the foregoing, Executive agrees on behalf of himself and the Derivative Claimants not to sue or prosecute any matter against any Releasee with respect to any Claim and agrees to hold each Releasee harmless with respect to any such suit or prosecution in contravention of this Section 8. The Company agrees on behalf of itself and its successors and assigns not to sue or prosecute any matter against Executive with respect to any Claim and agrees to hold Executive harmless with respect to any such suit or prosecution in contravention of this Section 8. Executive understands that if this Agreement were not signed, he would have the right voluntarily to assist other individuals or entities in bringing Claims against the Releasees. Executive hereby waives that right and hereby agrees that he will not voluntarily provide any such assistance. To the extent that applicable law prohibits Executive from waiving his right to bring and/or participate in the investigation of a Claim, Executive nevertheless waives his right to seek or accept any damages or relief in any such proceeding.

17

     9. Representation Regarding Knowledge of Trade Secrets and/or Inventions. Executive hereby acknowledges and confirms that he has no right, claim or interest to any property, invention, trade secret, information or other asset used in the business of Company and that all such property, inventions, trade secrets, information and other assets used in the business of Company are owned by Company or its affiliates or licensed to Company or its affiliates by third parties not affiliated with Executive.

     10. Return of Company Property and Proprietary Information. (a) Executive further promises, represents and warrants that Executive has returned or will return to ___ [identify designee] by no later than upon the execution of this Agreement by Executive: (a) all property of Company, including, but not limited to, any and all files, records, credit cards, keys, identification cards/badges, computer access codes, computer programs, instruction manuals, equipment (including computers) and business plans; (b) any other property which Executive prepared or helped to prepare in connection with Executive’s employment with Company; and (c) all documents, including logs or diaries, all tangible materials, including audio and video tapes, all intangible materials (including computer files), and any and all copies or duplicates of any such tangible or intangible materials, including any duplicates, copies, or transcriptions made of audio or video tapes, whether in handwriting or typewritten, that are in the possession, custody or control of Executive or his attorneys, agents, family members, or other representatives, which are alleged to support in any way any of the claims Executive has released under this Agreement.

     (b) The foregoing representation shall include all Proprietary Information of Company and Company. With respect to Proprietary Information, Executive warrants, represents, and covenants to return such Proprietary Information on or before the close of business on ___. As used herein, “Proprietary Information” means information in written form or electronic media, including but not limited to technical and non-technical data, lists, training manuals, training systems, computer based training modules, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes and plans regarding Company or its affiliates, clients, prospective clients, methods of operation, billing rates, billing procedures, suppliers, business methods, finances, management, or any other business information relating to Company or its affiliates (whether constituting a trade secret or proprietary or otherwise) which has value to Company or its affiliates and is treated by Company or its affiliates as being confidential; provided; however, that Proprietary Information shall not include any information that has been voluntarily disclosed to the public by Company or its affiliates (except where such public disclosure has been made without authorization) or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. Proprietary Information does include information which has been disclosed to Company or its affiliates by a third party and which Company or its affiliates are obligated to treat as confidential. Proprietary Information may or may not be marked by Company or its affiliates as “proprietary” or “secret” or with other words or markings of similar meaning, and the failure of Company to make such notations upon the physical embodiments of any Proprietary Information shall not affect the status of such information as Proprietary Information.

18

     11. COBRA. Company will provide Executive with a separate notification about his rights under COBRA to elect to continue group health insurance benefits for a specified time as provided under Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA”).

     12. General Provisions.

     (a) This Agreement and the covenants, representations, warranties and releases contained herein shall inure to the benefit of and be binding upon Executive and Company and each of their respective successors, heirs, assigns, agents, affiliates, parents, subsidiaries and representatives.

     (b) Each party acknowledges that no one has made any representation whatsoever not contained herein concerning the subject matter hereof to induce the execution of this Agreement. Executive acknowledges that the consideration for signing this Agreement is a benefit to which Executive would not have been entitled had Executive not signed this Agreement.

     (c) Except in the event that Company publicly files this Agreement or otherwise publicly discloses its terms and conditions, Executive agrees that the terms and conditions of this Agreement, including the consideration hereunder shall not be disclosed to anyone and shall remain confidential and not disseminated to any person or entity not a party to this Agreement except to family members, legal counsel, an accountant for purposes of securing tax advice; the Internal Revenue Service, or the state taxing agencies.

     (d) The “Effective Date” of this Agreement shall be the eighth (8^th) day after the execution of the Agreement by Executive.

     (e) This Agreement does not constitute an admission of any liability.

     (f) The parties hereto and each of them agrees and acknowledges that if any portion of this Agreement is declared invalid or unenforceable by a final judgment of any court of competent jurisdiction, such determination shall not affect the balance of this Agreement, which shall remain in full force and effect. Any such invalid portion shall be deemed severable.

     (g) Neither this Agreement nor any provision hereof may be modified or waived in any way except by an agreement in writing signed by each of the parties hereto consenting to such modification or waiver.

     (h) Except for the Severance Agreement, the other agreements specified herein and other than as expressly provided herein, the parties hereto acknowledge and agree that this Agreement supercedes all prior agreements or other arrangements by and between Company and Executive with respect to compensation and benefits payable by Company to Executive, including all of Company’s payment obligations for compensation set forth in any employment agreement between the parties, and that such prior agreements or arrangements with respect to compensation and benefits payable by Company to Executive shall upon the execution and delivery hereof by the parties hereto be null and void and of no force and effect whatsoever.

This Agreement shall in all respects be interpreted, enforced and governed under the internal laws (and not the conflicts of laws and rules) of Delaware.

19

          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

EXECUTIVE ATTESTS THAT HE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

NOTICE — THIS AGREEMENT CONTAINS A WAIVER OF RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. EXECUTIVE IS ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT

EXECUTED THIS                      DAY OF                                         , 200__.

EXECUTIVE:                                                                                                      

Print Name:                                         

Sworn to and subscribed before me this                      day of                                         , 200__.

Notary Public

EXECUTED THIS                      DAY OF                     , 200__.

Company: SYSCO Corporation

By:                                         

Its:                                         

20

EX-15.1

Exhibit 15.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Sysco Corporation

     We have reviewed the consolidated balance sheets of Sysco Corporation (a Delaware Corporation) and subsidiaries (“the Company”) as of December 27, 2008 and December 29, 2007, the related consolidated results of operations and statements of comprehensive income for the thirteen week and twenty-six week periods ended December 27, 2008 and December 29, 2007, and the related consolidated cash flows for the twenty-six week periods ended December 27, 2008 and December 29, 2007. These financial statements are the responsibility of the Company’s management.

     We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

     Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

     We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Sysco Corporation and subsidiaries as of June 28, 2008, and the related consolidated results of operations, shareholders’ equity, and cash flows for the year then ended (not presented herein) and in our report dated August 26, 2008, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph relating to the Company’s adoption of the recognition and disclosure provisions, effective June 30, 2007, and the change in measurement date provision, effective July 1, 2007, of Statement of Financial Accounting Standard (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R)”, as well as the Company’s adoption of, effective July 1, 2007, FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS No. 109, “Accounting for Income Taxes” (SFAS 109).

     In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 28, 2008, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

	/s/ Ernst & Young LLP
Houston, Texas February 2, 2009

EX-15.2

Exhibit 15.2

To the Shareholders and Board of Directors
Sysco Corporation

     We are aware of the incorporation by reference of our reports dated November 3, 2008 and February 2, 2009 relating to the unaudited consolidated interim financial statements of Sysco Corporation that are included in its Form 10-Q for the quarters ended September 27, 2008 and December 27, 2008 in the following registration statements.

Sysco Corporation Form S-3	File No. 333-126199
Sysco Corporation Form S-3	File No. 333-149086
Sysco Corporation Form S-4	File No. 333-50842
Sysco Corporation Form S-8	File No. 333-147338
Sysco Corporation Form S-8	File No. 33-45820
Sysco Corporation Form S-8	File No. 333-01259
Sysco Corporation Form S-8	File No. 333-01255
Sysco Corporation Form S-8	File No. 333-27405
Sysco Corporation Form S-8	File No. 333-66987
Sysco Corporation Form S-8	File No. 333-49840
Sysco Corporation Form S-8	File No. 333-58276
Sysco Corporation Form S-8	File No. 333-122947
Sysco Corporation Form S-8	File No. 333-129671

	/s/ Ernst & Young LLP
Houston, Texas February 2, 2009

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Richard J. Schnieders, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 3, 2009

/s/ RICHARD J. SCHNIEDERS  

Richard J. Schnieders 

Chairman of the Board and
Chief Executive Officer 

EX-31.2

Exhibit 31.2

CERTIFICATION

I, William J. DeLaney, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Sysco Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report.
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 3, 2009

/s/ WILLIAM J. DELANEY  

William J. DeLaney 

Executive Vice President and
Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Richard J. Schnieders, Chairman of the Board and Chief Executive Officer of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The company’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2008 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: February 3, 2009

/s/ RICHARD J. SCHNIEDERS  

Richard J. Schnieders 

Chairman of the Board and
Chief Executive Officer 

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, William J. DeLaney, Executive Vice President and Chief Financial Officer of Sysco Corporation (the “company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The company’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2008 (“Quarterly Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: February 3, 2009

/s/ WILLIAM J. DELANEY  

William J. DeLaney 

Executive Vice President and
Chief Financial Officer